Item 1. Financial Statements (Unaudited).

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Item 1. Financial Statements (Unaudited).

M&T Bank Corporation and Subsidiaries

Consolidated Balance Sheet (Unaudited)

(Dollars in millions, except per share)September 30, 2025December 31, 2024
Assets
Cash and due from banks$1,950$1,909
Interest-bearing deposits at banks16,75118,873
Trading account95101
Investment securities:
Available for sale (cost: $23,000 at September 30, 2025; $19,054 at December 31, 2024)23,16318,849
Held to maturity (fair value: $11,924 at September 30, 2025; $12,955 at December 31, 2024)12,71114,195
Equity and other securities (cost: $989 at September 30, 2025; $1,007 at December 31, 2024)9901,007
Total investment securities36,86434,051
Loans (a)136,974135,581
Allowance for loan losses(2,161)(2,184)
Net loans134,813133,397
Premises and equipment1,6211,705
Goodwill8,4658,465
Core deposit and other intangible assets7494
Accrued interest and other assets10,6449,510
Total assets$211,277$208,105
Liabilities
Noninterest-bearing deposits$44,994$46,020
Savings and interest-checking deposits104,812100,599
Time deposits13,62014,476
Total deposits163,426161,095
Short-term borrowings2,0591,060
Long-term borrowings (a)12,92812,605
Accrued interest and other liabilities4,1364,318
Total liabilities182,549179,078
Shareholders' equity
Preferred stock2,3942,394
Common stock, $0.50 par, 250,000,000 shares authorized, 179,436,779 shares issued at September 30, 2025 and December 31, 20249090
Common stock issuable, 7,846 shares at September 30, 2025; 11,642 shares at December 31, 202411
Additional paid-in capital9,9959,998
Retained earnings20,39219,079
Accumulated other comprehensive income (loss), net277(164)
Treasury stock — common, at cost — 24,926,404 shares at September 30, 2025; 13,922,820 shares at December 31, 2024(4,421)(2,371)
Total shareholders’ equity28,72829,027
Total liabilities and shareholders’ equity$211,277$208,105

__________________________________________________________________________________

*(a)*Loans of $2.3 billion and $1.5 billion at September 30, 2025 and December 31, 2024, respectively, were held in special purpose trusts to settle the respective obligations of asset-backed notes issued by those trusts. The outstanding balances of those asset-backed notes issued to third party investors were included in Long-term borrowings and were $1.9 billion at September 30, 2025 and $1.2 billion at December 31, 2024.

See accompanying notes to financial statements.

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M&T Bank Corporation and Subsidiaries

Consolidated Statement of Income (Unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
(Dollars in millions, except per share, shares in thousands)2025202420252024
Interest income
Loans$2,104$2,153$6,164$6,378
Investment securities3772831,047771
Deposits at banks1983486351,167
Other1133
Total interest income2,6802,7857,8498,319
Interest expense
Savings and interest-checking deposits5896551,7201,888
Time deposits119180366622
Short-term borrowings3257101210
Long-term borrowings179167493475
Total interest expense9191,0592,6803,195
Net interest income1,7611,7265,1695,124
Provision for credit losses125120380470
Net interest income after provision for credit losses1,6361,6064,7894,654
Other income
Mortgage banking revenues147109395319
Service charges on deposit accounts141132411383
Trust income181170540500
Brokerage services income34329791
Trading account and other non-hedging derivative gains18133929
Gain (loss) on bank investment securities1(2)1(8)
Other revenues from operations230152563456
Total other income7526062,0461,770
Other expense
Salaries and employee benefits8337752,5332,372
Equipment and net occupancy129125391379
Outside data processing and software138123412367
Professional and other services8188251264
FDIC assessments132558122
Advertising and marketing23277074
Amortization of core deposit and other intangible assets10123240
Other costs of operations136128367378
Total other expense1,3631,3034,1143,996
Income before taxes1,0259092,7212,428
Income taxes233188629521
Net income$792$721$2,092$1,907
Net income available to common shareholders
Basic$754$674$1,981$1,805
Diluted7546741,9811,805
Net income per common share
Basic4.854.0412.4110.83
Diluted4.824.0212.3410.78
Average common shares outstanding
Basic155,558166,671159,631166,694
Diluted156,553167,567160,503167,437

See accompanying notes to financial statements.

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M&T Bank Corporation and Subsidiaries

Consolidated Statement of Comprehensive Income (Unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
(Dollars in millions)2025202420252024
Net income$792$721$2,092$1,907
Other comprehensive income (loss), net of tax and reclassification adjustments:
Net unrealized gains on investment securities60230274238
Cash flow hedges adjustments5291169196
Defined benefit plans liability adjustments(2)(1)(5)(4)
Other(1)432
Total other comprehensive income (loss)62524441432
Total comprehensive income$854$1,245$2,533$2,339

See accompanying notes to financial statements.

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M&T Bank Corporation and Subsidiaries

Consolidated Statement of Cash Flows (Unaudited)

Nine Months Ended September 30,
(Dollars in millions)20252024
Cash flows from operating activities
Net income$2,092$1,907
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses380470
Depreciation and amortization of premises and equipment243235
Amortization of capitalized servicing rights101104
Amortization of core deposit and other intangible assets3240
Provision for deferred income taxes(38)(13)
Asset write-downs167
Net gain on sales of assets(79)(3)
Net change in accrued interest receivable, payable(86)(149)
Net change in other accrued income and expense138166
Net change in loans originated for sale(3)(544)
Net change in trading account and other non-hedging derivative assets and liabilities(316)(286)
Net cash from operating activities2,4801,934
Cash flows from investing activities
Proceeds from sales:
Investment securities available for sale—58
Equity and other securities380436
Loans814569
Proceeds from maturities:
Investment securities available for sale3,6445,255
Investment securities held to maturity1,480844
Purchases:
Investment securities available for sale(7,561)(11,156)
Equity and other securities(363)(398)
Loans(683)—
Net change in loans(2,017)(2,309)
Net change in interest-bearing deposits at banks2,1223,652
Capital expenditures, net(87)(131)
Net change in loan servicing advances(911)186
Other, net198151
Net cash from investing activities(2,984)(2,843)
Cash flows from financing activities
Net change in deposits2,3301,277
Net change in short-term borrowings999(2,711)
Proceeds from long-term borrowings3,5334,003
Payments on long-term borrowings(3,380)(678)
Proceeds from issuance of Series J preferred stock—733
Redemption of Series E preferred stock—(350)
Purchases of treasury stock(2,129)(198)
Dividends paid — common(671)(671)
Dividends paid — preferred(112)(107)
Other, net(25)96
Net cash from financing activities5451,394
Net change in cash, cash equivalents and restricted cash41485
Cash, cash equivalents and restricted cash at beginning of period1,9091,731
Cash, cash equivalents and restricted cash at end of period$1,950$2,216
Supplemental disclosure of cash flow information
Interest received during the period$7,951$8,323
Interest paid during the period2,7223,294
Income taxes paid during the period314240
Supplemental schedule of noncash investing and financing activities
Real estate acquired in settlement of loans1330
Additions to right-of-use assets under operating leases7562

See accompanying notes to financial statements.

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M&T Bank Corporation and Subsidiaries

Consolidated Statement of Changes in Shareholders’ Equity (Unaudited)

(Dollars in millions, except per share)Preferred StockCommon StockCommon Stock IssuableAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss), NetTreasury StockTotal
Three Months Ended September 30, 2025
Balance — July 1, 2025$2,394$90$1$9,981$19,870$215$(4,026)$28,525
Total comprehensive income————79262—854
Preferred stock cash dividends————(36)——(36)
Purchases of treasury stock——————(409)(409)
Stock-based compensation transactions, net———14——1428
Common stock cash dividends — $1.50 per share————(234)——(234)
Balance — September 30, 2025$2,394$90$1$9,995$20,392$277$(4,421)$28,728
Nine Months Ended September 30, 2025
Balance — January 1, 2025$2,394$90$1$9,998$19,079$(164)$(2,371)$29,027
Total comprehensive income————2,092441—2,533
Preferred stock cash dividends————(107)——(107)
Purchases of treasury stock——————(2,151)(2,151)
Stock-based compensation transactions, net———(3)(2)—10196
Common stock cash dividends — $4.20 per share————(670)——(670)
Balance — September 30, 2025$2,394$90$1$9,995$20,392$277$(4,421)$28,728
Three Months Ended September 30, 2024
Balance — July 1, 2024$2,744$90$1$9,976$18,211$(551)$(2,047)$28,424
Total comprehensive income————721524—1,245
Redemption of Series E preferred stock(350)——————(350)
Preferred stock cash dividends————(47)——(47)
Purchases of treasury stock——————(200)(200)
Stock-based compensation transactions, net———10(1)—2029
Common stock cash dividends — $1.35 per share————(225)——(225)
Balance — September 30, 2024$2,394$90$1$9,986$18,659$(27)$(2,227)$28,876
Nine Months Ended September 30, 2024
Balance — January 1, 2024$2,011$90$1$10,020$17,524$(459)$(2,230)$26,957
Total comprehensive income————1,907432—2,339
Issuance of Series J preferred stock733——————733
Redemption of Series E preferred stock(350)——————(350)
Preferred stock cash dividends————(99)——(99)
Purchases of treasury stock——————(200)(200)
Stock-based compensation transactions, net———(34)(2)—203167
Common stock cash dividends — $4.00 per share————(671)——(671)
Balance — September 30, 2024$2,394$90$1$9,986$18,659$(27)$(2,227)$28,876

See accompanying notes to financial statements.

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Notes to Financial Statements (Unaudited)

1. Significant accounting policies

The consolidated interim financial statements of the Company were compiled in accordance with GAAP using the accounting policies set forth in note 1 of Notes to Financial Statements included in M&T's 2024 Annual Report. The financial statements contain all adjustments which are, in the opinion of management, necessary for a fair statement of the Company's financial position, results of operations and cash flows for the interim periods presented.

The following table provides a description of accounting standards applicable to M&T but not yet adopted at September 30, 2025.

Recent accounting developments

StandardDescriptionRequired date of adoptionEffect on consolidated financial statements
Standards not yet adopted as of September 30, 2025
Income Taxes - Improvements to income tax disclosuresThe standard requires enhanced disclosures in the notes to financial statements including income taxes paid by jurisdiction (federal, state, foreign) and a tabular rate reconciliation between the reported amount of income tax expense (or benefit) and the amount of statutory federal income tax at current rates.December 31, 2025The Company intends to make the required disclosures of the amended guidance in its consolidated financial statements for the year ended December 31, 2025.
Income Statement - Expense disaggregation disclosuresThe standard requires disclosure in the notes to financial statements of specified information about certain cost and expense captions on the income statement.January 1, 2027The Company does not expect the guidance will have a material impact on its consolidated financial statements.
Targeted improvements to the accounting for internal-use softwareThe standard eliminates the concept of a software development project stage such that the guidance is agnostic to different software development methods and introduces a new threshold for cost capitalization. The standard also provides factors to consider when determining whether significant development uncertainty exists.January 1, 2028The Company is evaluating the impact of the standard but does not expect the guidance will have a material impact on its consolidated financial statements.

2. Divestitures

In September 2025 the Company received an earnout payment of $28 million related to the Company's sale of its CIT business in 2023. That distribution has been included in Other revenues from operations in the Company's Consolidated Statement of Income for the three-month and nine-month periods ended September 30, 2025.

In May 2025 the Company sold Wilmington Trust SP Services Inc., a subsidiary that specialized in institutional services, to a third party. The transaction resulted in a gain of $10 million that has been included in Other revenues from operations in the Company's Consolidated Statement of Income for the nine-month period ended September 30, 2025. The revenues and expenses of that subsidiary were not material to the Company's consolidated results of operations for the nine-month periods ended September 30, 2025 and 2024.

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3. Investment securities

The amortized cost and estimated fair value of investment securities were as follows:

(Dollars in millions)Amortized Cost (a)Gross Unrealized GainsGross Unrealized LossesEstimated Fair Value
September 30, 2025
Investment securities available for sale:
U.S. Treasury$6,581$42$3$6,620
Mortgage-backed securities:
Government issued or guaranteed:
Commercial4,7897424,861
Residential11,6281206811,680
Other2——2
23,0002367323,163
Investment securities held to maturity:
U.S. Treasury444—6438
Mortgage-backed securities:
Government issued or guaranteed:
Commercial2,020—771,943
Residential8,04876627,393
Privately issued3312—45
State and political subdivisions2,165—612,104
Other1——1
12,7111980611,924
Total debt securities$35,711$255$879$35,087
Equity and other securities:
Readily marketable equity — at fair value$257$3$2$258
Other — at cost732——732
Total equity and other securities$989$3$2$990
December 31, 2024
Investment securities available for sale:
U.S. Treasury$7,945$13$27$7,931
Mortgage-backed securities:
Government issued or guaranteed:
Commercial3,7398453,702
Residential7,368131677,214
Other2——2
19,0543423918,849
Investment securities held to maturity:
U.S. Treasury1,015—141,001
Mortgage-backed securities:
Government issued or guaranteed:
Commercial2,034—1571,877
Residential8,773—9617,812
Privately issued379—46
State and political subdivisions2,335—1172,218
Other1——1
14,19591,24912,955
Total debt securities$33,249$43$1,488$31,804
Equity and other securities:
Readily marketable equity — at fair value$235$3$3$235
Other — at cost772——772
Total equity and other securities$1,007$3$3$1,007

__________________________________________________________________________________

*(a)*Amortized cost balances of debt securities exclude accrued interest receivable of $176 million at each of September 30, 2025 and December 31, 2024, which is included in Accrued interest and other assets in the Company's Consolidated Balance Sheet.

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3. Investment securities, continued

A summary of debt investment securities that as of September 30, 2025 and December 31, 2024 had been in a continuous unrealized loss position for less than twelve months and those that had been in a continuous unrealized loss position for twelve months or longer follows:

Less Than 12 Months12 Months or More
(Dollars in millions)Fair ValueUnrealized LossesFair ValueUnrealized Losses
September 30, 2025
Investment securities available for sale:
U.S. Treasury$—$—$247$3
Mortgage-backed securities:
Government issued or guaranteed:
Commercial135—3232
Residential45821,44266
Other1———
59422,01271
Investment securities held to maturity:
U.S. Treasury——4386
Mortgage-backed securities:
Government issued or guaranteed:
Commercial——1,94377
Residential8316,513661
Privately issued2———
State and political subdivisions9—1,91661
94110,810805
Total$688$3$12,822$876
December 31, 2024
Investment securities available for sale:
U.S. Treasury$1,971$9$2,554$18
Mortgage-backed securities:
Government issued or guaranteed:
Commercial2,5664564—
Residential4,429531,623114
Other——2—
8,9661074,243132
Investment securities held to maturity:
U.S. Treasury50—95114
Mortgage-backed securities:
Government issued or guaranteed:
Commercial——1,877157
Residential996196,811942
State and political subdivisions3912,131116
1,0852011,7701,229
Total$10,051$127$16,013$1,361

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3. Investment securities, continued

The Company owned 3,158 individual debt securities with aggregate gross unrealized losses of $879 million at September 30, 2025. Based on a review of each of the securities in the investment securities portfolio at September 30, 2025, the Company concluded that it expected to recover the amortized cost basis of its investment. As of September 30, 2025, the Company does not intend to sell nor is it anticipated that it would be required to sell any of its impaired investment securities at a loss. At September 30, 2025, the Company has not identified events or changes in circumstances which may have a significant adverse effect on the fair value of the $732 million of cost method equity securities.

The Company estimated no material allowance for credit losses for its investment securities classified as held to maturity at September 30, 2025 and December 31, 2024.

At September 30, 2025, the amortized cost and estimated fair value of debt securities by contractual maturity were as follows:

(Dollars in millions)Amortized CostEstimated Fair Value
Debt securities available for sale:
Due in one year or less$2,634$2,639
Due after one year through five years3,9493,983
Due after five years through ten years——
Due after ten years——
6,5836,622
Mortgage-backed securities16,41716,541
$23,000$23,163
Debt securities held to maturity:
Due in one year or less$71$71
Due after one year through five years679672
Due after five years through ten years1,3551,336
Due after ten years505464
2,6102,543
Mortgage-backed securities10,1019,381
$12,711$11,924

At September 30, 2025 and December 31, 2024, investment securities with carrying values of $6.0 billion (including $65 million related to repurchase transactions) and $6.2 billion (including $71 million related to repurchase transactions), respectively, were pledged to secure outstanding borrowings, lines of credit and governmental deposits.

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4. Loans and allowance for loan losses

A summary of current, past due and nonaccrual loans as of September 30, 2025 and December 31, 2024 follows:

(Dollars in millions)Current30-89 Days Past DueAccruing Loans Past Due 90 Days or MoreNonaccrualTotal (a) (b)
September 30, 2025
Commercial and industrial$60,952$172$3$760$61,887
Real estate:
Commercial (c)19,4931891936120,062
Residential builder and developer (d)8012——92
Other commercial construction3,85912—213,892
Residential (e)23,39561540225024,662
Consumer:
Home equity lines and loans4,62231—774,730
Recreational finance14,03291—2914,152
Automobile5,15756—105,223
Other2,24022842,274
Total$133,830$1,200$432$1,512$136,974
December 31, 2024
Commercial and industrial$60,374$399$12$696$61,481
Real estate:
Commercial (c)20,054255346820,780
Residential builder and developer8303—2835
Other commercial construction5,01865—665,149
Residential (e)21,85371931527923,166
Consumer:
Home equity lines and loans4,48229—814,592
Recreational finance12,429104—3112,564
Automobile4,72458—124,794
Other2,134238552,220
Total$131,898$1,655$338$1,690$135,581

__________________________________________________________________________________

*(a)*Balances include net discounts, comprised of unamortized premiums, discounts and net deferred loan fees and costs of $279 million and $277 million at September 30, 2025 and December 31, 2024, respectively.

*(b)*Balances exclude accrued interest receivable of $619 million and $628 million at September 30, 2025 and December 31, 2024, respectively, which is included in Accrued interest and other assets in the Company's Consolidated Balance Sheet.

*(c)*Commercial real estate loans held for sale were $278 million at September 30, 2025 and $310 million at December 31, 2024.

*(d)*In June 2025, the Company sold $661 million of residential builder and developer loans and recognized a gain on sale of $15 million, which is included in Other revenues from operations in the Consolidated Statement of Income for the nine months ended September 30, 2025.

*(e)*One-to-four family residential mortgage loans held for sale were $327 million at September 30, 2025 and $211 million at December 31, 2024.

The amount of foreclosed property held by the Company, predominantly consisting of residential real estate, was $37 million and $35 million at September 30, 2025 and December 31, 2024, respectively. There were $180 million and $173 million at September 30, 2025 and December 31, 2024, respectively, of loans secured by residential real estate that were in the process of foreclosure. At September 30, 2025, approximately 46% of those residential real estate loans in the process of foreclosure were government guaranteed.

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4. Loans and allowance for loan losses, continued

At September 30, 2025, approximately $21.1 billion of commercial and industrial loans, $13.4 billion of commercial real estate loans, $19.3 billion of one-to-four family residential real estate loans, $2.9 billion of home equity loans and lines of credit and $13.7 billion of other consumer loans were pledged to secure outstanding borrowings and available lines of credit from the FHLB and the FRB of New York. At December 31, 2024, approximately $20.7 billion of commercial and industrial loans, $14.6 billion of commercial real estate loans, $18.6 billion of one-to-four family residential real estate loans, $2.7 billion of home equity loans and lines of credit and $13.1 billion of other consumer loans were pledged to secure outstanding borrowings and available lines of credit from the FHLB and the FRB of New York. As further described in notes 5 and 12, loans totaling $2.3 billion and $1.5 billion at September 30, 2025 and December 31, 2024, respectively, were held in special purpose trusts to settle the obligations of certain asset-backed notes issued by those trusts which have been included in the Company's consolidated financial statements.

Credit quality indicators

The Company utilizes a loan grading system to differentiate risk amongst its commercial and industrial loans and commercial real estate loans. The following table summarizes the loan grades applied at September 30, 2025 to the various classes of the Company’s commercial and industrial loans and commercial real estate loans and gross charge-offs for those types of loans for the three-month and nine-month periods ended September 30, 2025 by origination year.

Term Loans by Origination YearRevolving LoansRevolving Loans Converted to Term LoansTotal
(Dollars in millions)20252024202320222021Prior
Commercial and industrial:
Pass$6,980$7,252$4,626$4,526$2,445$5,346$26,722$97$57,994
Criticized accrual1152724924401204271,232353,133
Criticized nonaccrual42790763324226820760
Total commercial and industrial$7,099$7,551$5,208$5,042$2,598$6,015$28,222$152$61,887
Gross charge-offs three months ended September 30, 2025$3$21$12$6$2$3$42$—$89
Gross charge-offs nine months ended September 30, 2025$7$29$31$19$6$12$92$—$196
Real estate:
Commercial:
Pass$2,675$408$1,548$1,610$1,205$9,538$393$—$17,377
Criticized accrual—29297337831,5726—2,324
Criticized nonaccrual——73650268——361
Total commercial real estate$2,675$437$1,852$1,983$1,338$11,378$399$—$20,062
Gross charge-offs three months ended September 30, 2025$—$—$—$11$—$7$—$—$18
Gross charge-offs nine months ended September 30, 2025$—$—$—$15$—$47$—$—$62
Residential builder and developer:
Pass$3$—$3$9$—$5$51$—$71
Criticized accrual———21————21
Criticized nonaccrual—————————
Total residential builder and developer$3$—$3$30$—$5$51$—$92
Gross charge-offs three months ended September 30, 2025$—$—$—$—$—$—$—$—$—
Gross charge-offs nine months ended September 30, 2025$—$—$—$—$—$—$—$—$—
Other commercial construction:
Pass$138$205$1,265$652$78$339$38$—$2,715
Criticized accrual—61536291432196—1,156
Criticized nonaccrual———1047——21
Total other commercial construction$138$211$1,418$1,291$225$565$44$—$3,892
Gross charge-offs three months ended September 30, 2025$—$—$—$4$—$—$—$—$4
Gross charge-offs nine months ended September 30, 2025$—$—$—$7$—$—$—$—$7

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4. Loans and allowance for loan losses, continued

The Company considers repayment performance a significant indicator of credit quality for its residential real estate loan and consumer loan portfolios. A summary of loans in accrual and nonaccrual status at September 30, 2025 for the various classes of the Company’s residential real estate loans and consumer loans and gross charge-offs for those types of loans for the three-month and nine-month periods ended September 30, 2025 by origination year follows:

Term Loans by Origination YearRevolving LoansRevolving Loans Converted to Term LoansTotal
(Dollars in millions)20252024202320222021Prior
Residential real estate:
Current$2,985$1,927$1,232$4,206$3,517$9,409$119$—$23,395
30-89 days past due481710776403——615
Accruing loans past due 90 days or more—4135580250——402
Nonaccrual—2537181871—250
Total residential real estate$2,989$1,941$1,267$4,405$3,691$10,249$120$—$24,662
Gross charge-offs three months ended September 30, 2025$—$—$—$—$—$1$—$—$1
Gross charge-offs nine months ended September 30, 2025$—$—$—$1$—$3$—$—$4
Consumer:
Home equity lines and loans:
Current$—$—$—$—$1$80$3,269$1,272$4,622
30-89 days past due—————1—3031
Accruing loans past due 90 days or more—————————
Nonaccrual—————317377
Total home equity lines and loans$—$—$—$—$1$84$3,270$1,375$4,730
Gross charge-offs three months ended September 30, 2025$—$—$—$—$—$—$—$1$1
Gross charge-offs nine months ended September 30, 2025$—$—$—$—$—$—$—$3$3
Recreational finance:
Current$3,597$3,236$1,836$1,753$1,419$2,191$—$—$14,032
30-89 days past due51617141326——91
Accruing loans past due 90 days or more—————————
Nonaccrual256646——29
Total recreational finance$3,604$3,257$1,859$1,773$1,436$2,223$—$—$14,152
Gross charge-offs three months ended September 30, 2025$3$7$7$6$5$8$—$—$36
Gross charge-offs nine months ended September 30, 2025$4$18$21$19$17$30$—$—$109
Automobile:
Current$1,555$1,868$633$547$409$145$—$—$5,157
30-89 days past due614131184——56
Accruing loans past due 90 days or more—————————
Nonaccrual131131——10
Total automobile$1,562$1,885$647$559$420$150$—$—$5,223
Gross charge-offs three months ended September 30, 2025$2$5$3$2$1$1$—$—$14
Gross charge-offs nine months ended September 30, 2025$2$12$8$8$4$3$—$—$37
Other:
Current$270$176$103$65$50$24$1,551$1$2,240
30-89 days past due2221——14122
Accruing loans past due 90 days or more——————8—8
Nonaccrual2—1———1—4
Total other$274$178$106$66$50$24$1,574$2$2,274
Gross charge-offs three months ended September 30, 2025$5$3$2$1$—$—$16$—$27
Gross charge-offs nine months ended September 30, 2025$12$11$7$3$1$1$53$—$88
Total loans at September 30, 2025$18,344$15,460$12,360$15,149$9,759$30,693$33,680$1,529$136,974
Total gross charge-offs for the three months ended September 30, 2025$13$36$24$30$8$20$58$1$190
Total gross charge-offs for the nine months ended September 30, 2025$25$70$67$72$28$96$145$3$506

- 16 -

4. Loans and allowance for loan losses, continued

The following table summarizes the loan grades applied at December 31, 2024 to the various classes of the Company’s commercial and industrial loans and commercial real estate loans by origination year.

Term Loans by Origination YearRevolving LoansRevolving Loans Converted to Term Loans
(Dollars in millions)20242023202220212020PriorTotal
Commercial and industrial:
Pass$9,021$6,454$5,845$3,258$1,534$5,147$26,262$79$57,600
Criticized accrual189385402210755281,359373,185
Criticized nonaccrual115698415922019417696
Total commercial and industrial$9,221$6,895$6,345$3,509$1,668$5,895$27,815$133$61,481
Real estate:
Commercial:
Pass$674$1,477$1,358$1,222$1,774$9,611$413$—$16,529
Criticized accrual393896652535911,8397—3,783
Criticized nonaccrual115326173691—468
Total commercial real estate$714$1,867$2,076$1,501$2,382$11,819$421$—$20,780
Residential builder and developer:
Pass$380$236$40$12$4$10$60$—$742
Criticized accrual154234—————91
Criticized nonaccrual1————1——2
Total residential builder and developer$396$278$74$12$4$11$60$—$835
Other commercial construction:
Pass$108$1,395$1,091$269$175$379$42$—$3,459
Criticized accrual421046873462971453—1,624
Criticized nonaccrual——1733—16——66
Total other commercial construction$150$1,499$1,795$648$472$540$45$—$5,149

- 17 -

4. Loans and allowance for loan losses, continued

A summary of loans in accrual and nonaccrual status at December 31, 2024 for the various classes of the Company’s residential real estate loans and consumer loans by origination year follows:

Term Loans by Origination YearRevolving LoansRevolving Loans Converted to Term LoansTotal
(Dollars in millions)20242023202220212020Prior
Residential real estate:
Current$2,264$1,354$4,394$3,488$2,376$7,874$103$—$21,853
30-89 days past due1291117738472——719
Accruing loans past due 90 days or more17394720201——315
Nonaccrual—2271652263—279
Total residential real estate$2,277$1,372$4,571$3,628$2,439$8,773$106$—$23,166
Consumer:
Home equity lines and loans:
Current$—$—$—$2$2$91$3,085$1,302$4,482
30-89 days past due—————2—2729
Accruing loans past due 90 days or more—————————
Nonaccrual—————2—7981
Total home equity lines and loans$—$—$—$2$2$95$3,085$1,408$4,592
Recreational finance:
Current$3,918$2,203$2,044$1,661$1,100$1,503$—$—$12,429
30-89 days past due131815201523——104
Accruing loans past due 90 days or more—————————
Nonaccrual366547——31
Total recreational finance$3,934$2,227$2,065$1,686$1,119$1,533$—$—$12,564
Automobile:
Current$2,264$775$740$632$220$93$—$—$4,724
30-89 days past due1113131254——58
Accruing loans past due 90 days or more—————————
Nonaccrual223212——12
Total automobile$2,277$790$756$646$226$99$—$—$4,794
Other:
Current$259$152$102$71$16$18$1,515$1$2,134
30-89 days past due4211——14123
Accruing loans past due 90 days or more——————8—8
Nonaccrual211———51—55
Total other$265$155$104$72$16$18$1,588$2$2,220
Total loans at December 31, 2024$19,234$15,083$17,786$11,704$8,328$28,783$33,120$1,543$135,581

- 18 -

4. Loans and allowance for loan losses, continued

Allowance for loan losses

For purposes of determining the level of the allowance for loan losses, the Company evaluates its portfolio by loan type. Changes in the allowance for loan losses and the reserve for unfunded credit commitments for the three-month and nine-month periods ended September 30, 2025 and 2024 were as follows:

Allowance for Loan Losses
Commercial and IndustrialReal EstateReserve for Unfunded Credit Commitments (a)
(Dollars in millions)CommercialResidentialConsumerTotal
Three Months Ended September 30, 2025
Beginning balance$793$544$110$750$2,197$80
Provision for credit losses82(47)(3)7811015
Net charge-offs:
Charge-offs(89)(22)(1)(78)(190)—
Recoveries17112544—
Net charge-offs(72)(21)—(53)(146)—
Ending balance$803$476$107$775$2,161$95
Three Months Ended September 30, 2024
Beginning balance$790$658$110$646$2,204$60
Provision for credit losses521(5)72120—
Net charge-offs:
Charge-offs(64)(24)(1)(65)(154)—
Recoveries14411534—
Net charge-offs(50)(20)—(50)(120)—
Ending balance$792$639$105$668$2,204$60
Nine Months Ended September 30, 2025
Beginning balance$769$599$108$708$2,184$60
Provision for credit losses173(60)(1)23334535
Net charge-offs:
Charge-offs(196)(69)(4)(237)(506)—
Recoveries576471138—
Net charge-offs(139)(63)—(166)(368)—
Ending balance$803$476$107$775$2,161$95
Nine Months Ended September 30, 2024
Beginning balance$620$764$116$629$2,129$60
Provision for credit losses365(60)(11)176470—
Net charge-offs:
Charge-offs(220)(92)(4)(181)(497)—
Recoveries2727444102—
Net charge-offs(193)(65)—(137)(395)—
Ending balance$792$639$105$668$2,204$60

__________________________________________________________________________________

*(a)*Further information about unfunded credit commitments is included in note 14.

- 19 -

4. Loans and allowance for loan losses, continued

Despite the allocation in the preceding tables, the allowance for loan losses is general in nature and is available to absorb losses from any loan or lease type. In determining the allowance for loan losses, accruing loans with similar risk characteristics are generally evaluated collectively. The Company utilizes statistically developed models to project principal balances over the remaining contractual lives of the loan portfolios and to determine estimated credit losses through a reasonable and supportable forecast period. Individual loan credit quality indicators, including loan grade and borrower repayment performance, can inform the models, which have been statistically developed based on historical correlations of credit losses with prevailing economic metrics, including unemployment, GDP and real estate prices. Model forecasts may be adjusted for inherent limitations or biases that have been identified through independent validation and back-testing of model performance to actual realized results. At each of September 30, 2025 and December 31, 2024, the Company utilized a reasonable and supportable forecast period of two years. Subsequent to this forecast period the Company reverted, ratably over a one-year period, to historical loss experience to inform its estimate of losses for the remaining contractual life of each portfolio. 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 its economic forecasts, geopolitical conditions and other risk factors that might influence its loss estimation process.

The Company also estimates losses attributable to specific troubled credits identified through both normal and targeted credit review processes. The amounts of specific loss components in the Company’s loan portfolios are determined through a loan-by-loan analysis of larger balance commercial and industrial loans and commercial real estate loans that are in nonaccrual status. Such loss estimates are typically based on expected future cash flows, collateral values and other factors that may impact the borrower’s ability to pay. To the extent that those loans are collateral-dependent, they are evaluated based on the fair value of the loan’s collateral as estimated at or near the financial statement date. 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, the characteristics of the collateral 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. For non-real estate loans, collateral is assigned a discounted estimated liquidation value and, depending on the nature of the collateral, is verified through field exams or other procedures. In assessing collateral, real estate and non-real estate values are reduced by an estimate of selling costs.

For residential real estate 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. When evaluating individual home equity loans and lines of credit for charge-off and for purposes of estimating losses in determining the allowance for loan losses, the Company gives consideration to the required repayment of any first lien positions related to collateral property. Other consumer loans 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.

Changes in the amount of the allowance for loan losses reflect the outcome of the procedures described herein, including the impact of changes in macroeconomic forecasts as compared with previous forecasts, as well as the impact of portfolio concentrations, imprecision in economic forecasts, geopolitical conditions and other risk factors that might influence the loss estimation process.

- 20 -

4. Loans and allowance for loan losses, continued

Information with respect to loans that were considered nonaccrual at the beginning and end of the reporting period and the interest income recognized on such loans for the three-month and nine-month periods ended September 30, 2025 and 2024 follows:

Amortized Cost with AllowanceAmortized Cost without AllowanceTotalAmortized CostInterest Income Recognized
(Dollars in millions)September 30, 2025June 30, 2025January 1, 2025Three Months Ended September 30, 2025Nine Months Ended September 30, 2025
Commercial and industrial$652$108$760$787$696$8$20
Real estate:
Commercial2171443613764681128
Residential builder and developer———12——
Other commercial construction13821236622
Residential105145250265279411
Consumer:
Home equity lines and loans374077758126
Recreational finance209292531——
Automobile8210912——
Other4—41255——
Total$1,056$456$1,512$1,573$1,690$27$67
September 30, 2024June 30, 2024January 1, 2024Three Months Ended September 30, 2024Nine Months Ended September 30, 2024
Commercial and industrial$610$200$810$805$670$5$14
Real estate:
Commercial348230578707869531
Residential builder and developer2—22311
Other commercial construction21638477171—3
Residential135141276260270411
Consumer:
Home equity lines and loans394382798124
Recreational finance1711282536——
Automobile83111114——
Other55—555852——
Total$1,235$691$1,926$2,024$2,166$17$64

- 21 -

4. Loans and allowance for loan losses, continued

Loan modifications

During the normal course of business, the Company modifies loans to maximize recovery efforts from borrowers experiencing financial difficulty. Such loan modifications typically include extensions of maturity dates but may also include other modified terms. Those modified loans may be considered nonaccrual if the Company does not expect to collect the contractual cash flows owed under the loan agreement. The table that follows summarizes the Company’s loan modification activities to borrowers experiencing financial difficulty for the three-month and nine-month periods ended September 30, 2025 and 2024:

Amortized Cost
(Dollars in millions)Term ExtensionOther (a)Combination of Modification Types (b)Total (c) (d)Percent of Total Loan Class
Three Months Ended September 30, 2025
Commercial and industrial$12$85$3$100.16%
Real estate:
Commercial130—26156.77
Residential builder and developer—————
Other commercial construction52——521.33
Residential36—1046.18
Consumer:
Home equity lines and loans——11—
Recreational finance1——1—
Automobile—————
Other—————
Total$231$85$40$356.26%
Nine Months Ended September 30, 2025
Commercial and industrial$104$90$81$275.44%
Real estate:
Commercial324—263501.74
Residential builder and developer—————
Other commercial construction272——2726.98
Residential100422126.51
Consumer:
Home equity lines and loans——11.02
Recreational finance1——1—
Automobile—————
Other10——10.43
Total$811$94$130$1,035.76%

__________________________________________________________________________________

*(a)*Primarily payment deferrals.

*(b)*Primarily term extensions combined with payment deferrals or interest rate reductions.

*(c)*Includes approximately $40 million and $109 million of loans guaranteed by government-related entities (predominantly first lien residential mortgage loans) for the three-month and nine-month periods ended September 30, 2025, respectively.

*(d)*Excludes unfunded commitments to extend credit totaling $53 million and $89 million for the three-month and nine-month periods ended September 30, 2025, respectively.

- 22 -

4. Loans and allowance for loan losses, continued

Amortized Cost
(Dollars in millions)Term ExtensionOther (a)Combination of Modification Types (b)Total (c) (d)Percent of Total Loan Class
Three Months Ended September 30, 2024
Commercial and industrial$92$23$2$117.19%
Real estate:
Commercial1631—164.73
Residential builder and developer2——2.17
Other commercial construction2——2.03
Residential365445.20
Consumer:
Home equity lines and loans—————
Recreational finance—————
Automobile—————
Other—————
Total$295$29$6$330.24%
Nine Months Ended September 30, 2024
Commercial and industrial$190$78$2$270.44%
Real estate:
Commercial420144251.90
Residential builder and developer13——131.27
Other commercial construction139——1392.62
Residential128126146.63
Consumer:
Home equity lines and loans1—12.04
Recreational finance1——1.01
Automobile—————
Other—————
Total$892$91$13$996.73%

__________________________________________________________________________________

*(a)*Predominantly payment deferrals.

*(b)*Predominantly term extensions combined with interest rate reductions.

*(c)*Includes approximately $33 million and $117 million of loans guaranteed by government-related entities (predominantly first lien residential mortgage loans) for the three-month and nine-month periods ended September 30, 2024, respectively.

*(d)*Excludes unfunded commitments to extend credit totaling $8 million and $43 million for the three-month and nine-month periods ended September 30, 2024, respectively.

The following table summarizes the financial effects of the modifications on the weighted-average remaining term of modified loans for the three-month and nine-month periods ended September 30, 2025 and 2024.

Three Months Ended September 30,Nine Months Ended September 30,
(In years)2025202420252024
Increase to weighted-average remaining term
Commercial and industrial0.31.30.71.0
Real estate:
Commercial (a)0.70.60.80.8
Residential9.99.110.19.9

__________________________________________________________________________________

*(a)*Inclusive of residential builder and developer loans and other commercial construction loans.

- 23 -

4. Loans and allowance for loan losses, continued

Modified loans to borrowers experiencing financial difficulty are subject to the allowance for loan losses methodology described herein, including the use of models to inform credit loss estimates and, to the extent larger balance commercial and industrial loans and commercial real estate loans are in nonaccrual status, a loan-by-loan analysis of expected credit losses on those individual loans. The following table summarizes the payment status, at September 30, 2025 and 2024, of loans that were modified during the twelve-month periods ended September 30, 2025 and 2024.

Payment Status (Amortized Cost) (a)
(Dollars in millions)Current30-89 Days Past DuePast Due 90 Days or More (b)Total
Twelve Months Ended September 30, 2025
Commercial and industrial$137$60$98$295
Real estate:
Commercial3281181447
Residential builder and developer————
Other commercial construction337——337
Residential (c)764344163
Consumer:
Home equity lines and loans1——1
Recreational finance1——1
Automobile1——1
Other10——10
Total$891$221$143$1,255
Twelve Months Ended September 30, 2024
Commercial and industrial$308$5$4$317
Real estate:
Commercial422849515
Residential builder and developer131—14
Other commercial construction14174—215
Residential (c)994737183
Consumer:
Home equity lines and loans2——2
Recreational finance1——1
Automobile————
Other————
Total$986$211$50$1,247

__________________________________________________________________________________

(a) At the respective period end.

(b) Loan modifications predominantly comprised of payment deferrals, term extensions or term extensions combined with payment deferrals.

(c) Includes loans guaranteed by government-related entities classified as 30 to 89 days past due of $37 million and $39 million and as past due 90 days or more of $41 million and $34 million at September 30, 2025 and 2024, respectively.

- 24 -

5. Borrowings

The following table summarizes the Company's short-term and long-term borrowings at September 30, 2025 and December 31, 2024.

(Dollars in millions)September 30, 2025December 31, 2024
Short-term borrowings
Repurchase agreements$59$60
Advances from FHLB2,0001,000
Total short-term borrowings$2,059$1,060
Long-term borrowings
Senior notes — M&T$5,605$4,710
Senior notes — M&T Bank3,7453,745
Advances from FHLB32,004
Subordinated notes — M&T747—
Subordinated notes — M&T Bank487474
Junior subordinated debentures — M&T (a)402433
Asset-backed notes (a)1,9291,229
Other1010
Total long-term borrowings$12,928$12,605

__________________________________________________________________________________

(a) Further information about Junior Subordinated Debentures and asset-backed note financing transactions is provided in note 12.

In July 2025, M&T issued $750 million of subordinated notes that mature in July 2035 and pay a 5.40% fixed rate semi-annually until July 2030 after which, unless redeemed by M&T at that time, the fixed rate will reset to the U.S. Treasury rate for a five year term plus 1.43% until maturity. In June 2025, M&T issued $750 million of senior notes that mature in July 2031 and pay a 5.179% fixed rate semi-annually until July 2030 after which SOFR plus 1.40% will be paid quarterly until maturity. Also in June 2025, M&T Bank issued $750 million of senior notes that mature in July 2028 and pay a 4.762% fixed rate semi-annually until July 2027 after which SOFR plus 0.95% will be paid quarterly until maturity.

M&T Bank had secured borrowing facilities available with the FHLB of New York and the FRB of New York totaling approximately $17.8 billion and $25.1 billion, respectively, at September 30, 2025. M&T Bank is required to pledge loans and investment securities as collateral for these borrowing facilities and could increase the availability under such facilities by pledging additional assets.

- 25 -

6. Shareholders' equity

M&T is authorized to issue 20,000,000 shares of preferred stock with a $1.00 par value per share. Preferred shares outstanding rank senior to common shares both as to dividends and liquidation preference, but have no general voting rights. Notwithstanding M&T’s option to redeem the shares, if an event occurs such that the shares no longer qualify as Tier 1 capital, M&T may redeem all of the shares within 90 days following that occurrence. Issued and outstanding preferred stock of M&T as of September 30, 2025 and December 31, 2024 is presented below:

(Dollars in millions, except per share)Shares Issued and OutstandingLiquidation Preference Per ShareIssuance DateEarliest Redemption DateAnnual Dividend RateCarrying AmountDividends Per Share
Three Months Ended September 30,Nine Months Ended September 30,
SeriesSeptember 30, 2025December 31, 2024September 30, 2025December 31, 20242025202420252024
Series E (a)——$1,000———%$—$—$—$23.50$—$62.575
Series F (b)50,00050,00010,00010/28/201611/1/20265.125500500128.125128.125384.375384.375
Series G (c)40,00040,00010,0007/30/20198/1/20247.304400400182.60125.00547.80375.00
Series H (d)10,000,00010,000,000254/1/20224/1/20275.6252612610.35160.35161.05471.0547
Series I (e)50,00050,00010,0008/17/20219/1/20263.50050050087.5087.50262.50262.50
Series J (f)75,00075,00010,0005/13/20246/15/20297.500733733187.50254.17562.50254.17
Total10,215,00010,215,000$2,394$2,394

__________________________________________________________________________________

*(a)*On August 15, 2024, M&T redeemed all outstanding shares of the Series E Preferred Stock.

*(b)*Dividends, if declared, are paid semi-annually at a rate of 5.125% through October 31, 2026 and thereafter will be paid quarterly at a rate of the three-month SOFR plus 378 basis points.

*(c)*Dividends, if declared, were paid semi-annually at a rate of 5.0% through July 31, 2024. On August 1, 2024, the dividend rate reset at 7.304% and will reset at each subsequent five year anniversary date therefrom at a rate of the five-year U.S. Treasury rate plus 3.174%.

*(d)*Dividends, if declared, are paid quarterly at a rate of 5.625% through December 14, 2026 and thereafter will be paid quarterly at a rate of the three-month SOFR rate plus 428 basis points.

*(e)*Dividends, if declared, are paid semi-annually at a rate of 3.5% through August 31, 2026. On September 1, 2026 and at each subsequent five year anniversary date therefrom the dividend rate will reset at a rate of the five-year U.S. Treasury rate plus 2.679%.

*(f)*Dividends, if declared, are paid quarterly at a rate of 7.5%.

- 26 -

7. Revenue from contracts with customers

The Company generally charges customer accounts or otherwise bills customers upon completion of its services. Typically, the Company’s contracts with customers have a duration of one year or less and payment for services is received at least annually, but oftentimes more frequently as services are provided. At September 30, 2025 and December 31, 2024, the Company had $68 million and $72 million, respectively, of amounts receivable related to recognized revenue from the sources in the accompanying tables. Such amounts are included in Accrued interest and other assets in the Company's Consolidated Balance Sheet. In certain situations the Company is paid in advance of providing services and defers the recognition of revenue until its service obligation is satisfied. At September 30, 2025 and December 31, 2024, the Company had deferred revenue of $54 million and $57 million, respectively, related to the sources in the accompanying tables included in Accrued interest and other liabilities in the Company's Consolidated Balance Sheet. The following tables summarize sources of the Company’s noninterest income during the three-month and nine-month periods ended September 30, 2025 and 2024 that are subject to the revenue recognition accounting guidance.

(Dollars in millions)Commercial BankRetail BankInstitutional Services and Wealth ManagementTotal
Three Months Ended September 30, 2025
Classification in Consolidated Statement of Income
Service charges on deposit accounts$45$96$—$141
Trust income1—180181
Brokerage services income1—3334
Other revenues from operations:
Merchant discount and credit card interchange fees2027—47
Other117220
$78$130$215$423
Three Months Ended September 30, 2024
Classification in Consolidated Statement of Income
Service charges on deposit accounts$40$92$—$132
Trust income1—169170
Brokerage services income2—3032
Other revenues from operations:
Merchant discount and credit card interchange fees1823—41
Other88319
$69$123$202$394

- 27 -

7. Revenue from contracts with customers, continued

(Dollars in millions)Commercial BankRetail BankInstitutional Services and Wealth ManagementTotal
Nine Months Ended September 30, 2025
Classification in Consolidated Statement of Income
Service charges on deposit accounts$133$278$—$411
Trust income3—537540
Brokerage services income4—9397
Other revenues from operations:
Merchant discount and credit card interchange fees5575—130
Other3122659
$226$375$636$1,237
Nine Months Ended September 30, 2024
Classification in Consolidated Statement of Income
Service charges on deposit accounts$120$263$—$383
Trust income3—497500
Brokerage services income5—8691
Other revenues from operations:
Merchant discount and credit card interchange fees5467—121
Other2323854
$205$353$591$1,149

8. Pension plans and other postretirement benefits

The Company provides defined pension and other postretirement benefits (including health care and life insurance benefits) to qualified retired employees. Net periodic benefit for defined benefit plans consisted of the following:

Pension BenefitsOther Postretirement Benefits
Three Months Ended September 30,
(Dollars in millions)2025202420252024
Service cost$2$3$—$—
Interest cost on projected benefit obligation272811
Expected return on plan assets(46)(50)——
Amortization of prior service credit——(1)(1)
Amortization of net actuarial gain(1)——(1)
Net periodic benefit$(18)$(19)$—$(1)
Pension BenefitsOther Postretirement Benefits
Nine Months Ended September 30,
(Dollars in millions)2025202420252024
Service cost$6$8$1$1
Interest cost on projected benefit obligation818622
Expected return on plan assets(139)(151)——
Amortization of prior service credit——(2)(2)
Amortization of net actuarial gain(2)(1)(2)(2)
Net periodic benefit$(54)$(58)$(1)$(1)

Service cost is included in Salaries and employee benefits and the other components of net periodic benefit cost are included in Other costs of operations in the Company's Consolidated Statement of Income. Expenses incurred in connection with the Company's defined contribution pension and retirement savings plans totaled $38 million and $39 million for the three months ended September 30, 2025 and 2024, respectively, and $128 million and $124 million for the nine months ended September 30, 2025 and 2024, respectively.

- 28 -

9. Earnings per common share

The computations of basic earnings per common share follow:

Three Months Ended September 30,Nine Months Ended September 30,
(Dollars in millions, except per share, shares in thousands)2025202420252024
Income available to common shareholders:
Net income$792$721$2,092$1,907
Less: Preferred stock dividends(36)(47)(107)(99)
Net income available to common equity7566741,9851,808
Less: Income attributable to unvested stock-based compensation awards(2)—(4)(3)
Net income available to common shareholders$754$674$1,981$1,805
Weighted-average shares outstanding:
Common shares outstanding (including common stock issuable) and unvested stock-based compensation awards155,885167,011159,956167,010
Less: Unvested stock-based compensation awards(327)(340)(325)(316)
Weighted-average shares outstanding155,558166,671159,631166,694
Basic earnings per common share$4.85$4.04$12.41$10.83

The computations of diluted earnings per common share follow:

Three Months Ended September 30,Nine Months Ended September 30,
(Dollars in millions, except per share, shares in thousands)2025202420252024
Net income available to common equity$756$674$1,985$1,808
Less: Income attributable to unvested stock-based compensation awards(2)—(4)(3)
Net income available to common shareholders$754$674$1,981$1,805
Adjusted weighted-average shares outstanding:
Common shares outstanding (including common stock issuable) and unvested stock-based compensation awards155,885167,011159,956167,010
Less: Unvested stock-based compensation awards(327)(340)(325)(316)
Plus: Incremental shares from assumed conversion of stock-based compensation awards995896872743
Adjusted weighted-average shares outstanding156,553167,567160,503167,437
Diluted earnings per common share$4.82$4.02$12.34$10.78

Stock-based compensation awards to purchase common stock of M&T representing common shares of 74,195 and 131,287 during the three-month and nine-month periods ended September 30, 2025, respectively, and common shares of 490,695 and 1,008,825 during the three-month and nine-month periods ended September 30, 2024, respectively, were not included in the computations of diluted earnings per common share because the effect on those periods would have been antidilutive.

- 29 -

10. Comprehensive income

The following table displays the components of other comprehensive income (loss) and amounts reclassified from accumulated other comprehensive income (loss) to net income during the three-month periods ended September 30, 2025 and 2024:

(Dollars in millions)Investment SecuritiesCash Flow HedgesDefined Benefit PlansOtherTotal Amount Before TaxIncome TaxNet
Balance — July 1, 2025$82$85$127$(5)$289$(74)$215
Other comprehensive income (loss) before reclassifications:
Unrealized holding gains, net81———81(21)60
Unrealized losses, net—(16)——(16)3(13)
Other———(1)(1)—(1)
Total other comprehensive income (loss) before reclassifications81(16)—(1)64(18)46
Amounts reclassified from accumulated other comprehensive income (loss) that (increase) decrease net income:
Net yield adjustment from cash flow hedges currently in effect—22——22(a)(4)18
Amortization of prior service credit and actuarial gains——(2)—(2)(b)—(2)
Total other comprehensive income (loss)816(2)(1)84(22)62
Balance — September 30, 2025$163$91$125$(6)$373$(96)$277
Balance — July 1, 2024$(239)$(330)$(158)$(9)$(736)$185$(551)
Other comprehensive income (loss) before reclassifications:
Unrealized holding gains, net308———308(78)230
Unrealized gains, net—287——287(71)216
Other———55(1)4
Total other comprehensive income (loss) before reclassifications308287—5600(150)450
Amounts reclassified from accumulated other comprehensive income (loss) that (increase) decrease net income:
Net yield adjustment from cash flow hedges currently in effect—102——102(a)(27)75
Amortization of prior service credit and actuarial gains——(2)—(2)(b)1(1)
Total other comprehensive income (loss)308389(2)5700(176)524
Balance — September 30, 2024$69$59$(160)$(4)$(36)$9$(27)

*(a)*Included in Interest income in the Company's Consolidated Statement of Income.

*(b)*Included in Other costs of operations in the Company's Consolidated Statement of Income.

Accumulated other comprehensive income (loss), net during the three-month periods ended September 30, 2025 and 2024 consisted of the following:

(Dollars in millions)Investment SecuritiesCash Flow HedgesDefined Benefit PlansOtherTotal
Balance — July 1, 2025$61$63$95$(4)$215
Net gain (loss) during period605(2)(1)62
Balance — September 30, 2025$121$68$93$(5)$277
Balance — July 1, 2024$(179)$(246)$(118)$(8)$(551)
Net gain (loss) during period230291(1)4524
Balance — September 30, 2024$51$45$(119)$(4)$(27)

- 30 -

10. Comprehensive income, continued

The following table displays the components of other comprehensive income (loss) and amounts reclassified from accumulated other comprehensive income (loss) to net income during the nine-month periods ended September 30, 2025 and 2024:

(Dollars in millions)Investment SecuritiesCash Flow HedgesDefined Benefit PlansOtherTotal Amount Before TaxIncome TaxNet
Balance — January 1, 2025$(205)$(135)$131$(10)$(219)$55$(164)
Other comprehensive income (loss) before reclassifications:
Unrealized holding gains, net368———368(94)274
Unrealized gains, net—118——118(31)87
Other———44(1)3
Total other comprehensive income (loss) before reclassifications368118—4490(126)364
Amounts reclassified from accumulated other comprehensive income (loss) that (increase) decrease net income:
Net yield adjustment from cash flow hedges currently in effect—108——108(a)(26)82
Amortization of prior service credit and actuarial gains——(6)—(6)(b)1(5)
Total other comprehensive income (loss)368226(6)4592(151)441
Balance — September 30, 2025$163$91$125$(6)$373$(96)$277
Balance — January 1, 2024$(251)$(203)$(155)$(7)$(616)$157$(459)
Other comprehensive income (loss) before reclassifications:
Unrealized holding gains, net307———307(78)229
Unrealized losses, net—(26)——(26)7(19)
Other———33(1)2
Total other comprehensive income (loss) before reclassifications307(26)—3284(72)212
Amounts reclassified from accumulated other comprehensive income (loss) that (increase) decrease net income:
Net losses realized in net income13———13(c)(4)9
Net yield adjustment from cash flow hedges currently in effect—288——288(a)(73)215
Amortization of prior service credit and actuarial gains——(5)—(5)(b)1(4)
Total other comprehensive income (loss)320262(5)3580(148)432
Balance — September 30, 2024$69$59$(160)$(4)$(36)$9$(27)

*(a)*Included in Interest income in the Company's Consolidated Statement of Income.

*(b)*Included in Other costs of operations in the Company's Consolidated Statement of Income.

*(c)*Included in Gain (loss) on bank investment securities in the Company's Consolidated Statement of Income.

Accumulated other comprehensive income (loss), net during the nine-month periods ended September 30, 2025 and 2024 consisted of the following:

(Dollars in millions)Investment SecuritiesCash Flow HedgesDefined Benefit PlansOtherTotal
Balance — January 1, 2025$(153)$(101)$98$(8)$(164)
Net gain (loss) during period274169(5)3441
Balance — September 30, 2025$121$68$93$(5)$277
Balance — January 1, 2024$(187)$(151)$(115)$(6)$(459)
Net gain (loss) during period238196(4)2432
Balance — September 30, 2024$51$45$(119)$(4)$(27)

- 31 -

11. Derivative financial instruments

As part of managing interest rate risk, the Company enters into interest rate swap agreements to modify the repricing characteristics of certain portions of the Company’s portfolios of earning assets and interest-bearing liabilities. The Company designates interest rate swap agreements utilized in the management of interest rate risk as either fair value hedges or cash flow hedges. Interest rate swap agreements are generally entered into with counterparties that meet established credit standards and most contain master netting, collateral and/or settlement provisions protecting the at-risk party.

Information about interest rate swap agreements entered into for interest rate risk management purposes summarized by the type of financial instrument the swap agreements were intended to hedge follows:

Notional AmountWeighted-Average Maturity (In years)Weighted- Average RateEstimated Fair Value Gain (Loss) (a)
(Dollars in millions)FixedVariable
September 30, 2025
Fair value hedges:
Fixed rate long-term borrowings (b) (d)$6,1005.13.56%4.26%$4
Cash flow hedges:
Interest payments on variable rate commercial real estate and commercial and industrial loans (b) (e)25,0001.53.654.288
Total$31,1002.2$12
December 31, 2024
Fair value hedges:
Fixed rate long-term borrowings (b) (f)$5,3505.93.55%4.71%$(2)
Fixed rate investment securities available for sale (c)150.14.844.36—
Cash flow hedges:
Interest payments on variable rate commercial real estate and commercial and industrial loans (b) (g)30,8191.63.414.471
Total$36,1842.2$(1)

__________________________________________________________________________________

*(a)*Certain clearinghouse exchanges consider payments by counterparties for variation margin on derivative instruments to be settlements of those positions. The impact of such payments for interest rate swap agreements designated as fair value hedges was a net settlement of gains of $1 million and of losses of $153 million at September 30, 2025 and December 31, 2024, respectively. The impact of such payments on interest rate swap agreements designated as cash flow hedges was a net settlement of gains of $83 million and of losses of $136 million at September 30, 2025 and December 31, 2024, respectively.

*(b)*Under the terms of these agreements, the Company receives settlement amounts at a fixed rate and pays at a variable rate.

*(c)*Under the terms of these agreements, the Company receives settlement amounts at a variable rate and pays at a fixed rate.

*(d)*Includes notional amount and terms of $2.8 billion of forward-starting interest rate swap agreements that become effective in 2025 and 2026.

*(e)*Includes notional amount and terms of $10.4 billion of forward-starting interest rate swap agreements that become effective in 2025, 2026 and 2027.

*(f)*Includes notional amount and terms of $3.4 billion of forward-starting interest rate swap agreements that become effective in 2025 and 2026.

*(g)*Includes notional amount and terms of $10.0 billion of forward-starting interest rate swap agreements that become effective in 2025 and 2026.

The Company utilizes commitments to sell residential and commercial real estate loans to hedge the exposure to changes in fair value of real estate loans held for sale. Such commitments have generally been designated as fair value hedges. The Company also utilizes commitments to sell real estate loans to offset the exposure to changes in the fair value of certain commitments to originate real estate loans for sale. Changes in unrealized gains and losses as a result of such activities are included in Mortgage banking revenues in the Company's Consolidated Statement of Income and, in general, are realized in subsequent periods as the related loans are sold and commitments satisfied.

Other derivative financial instruments not designated as hedging instruments included interest rate contracts, foreign exchange and other option and futures contracts. Interest rate contracts not designated as hedging instruments had notional values of $44.8 billion and $40.5 billion at September 30, 2025 and December 31, 2024, respectively. The notional amounts of foreign currency and other option and futures contracts not designated as hedging instruments aggregated $2.0 billion and $1.6 billion at September 30, 2025 and December 31, 2024, respectively.

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11. Derivative financial instruments, continued

Information about the fair values of derivative instruments in the Company’s Consolidated Balance Sheet and Consolidated Statement of Income follows:

Asset DerivativesLiability Derivatives
Fair ValueFair Value
(Dollars in millions)September 30, 2025December 31, 2024September 30, 2025December 31, 2024
Derivatives designated and qualifying as hedging instruments (a)
Interest rate swap agreements$12$2$—$3
Commitments to sell real estate loans14——
136—3
Derivatives not designated and qualifying as hedging instruments (a)
Mortgage banking:
Commitments to originate real estate loans for sale2042332
Commitments to sell real estate loans28396—
48432932
Other:
Interest rate contracts (b)174185435769
Foreign exchange and other option and futures contracts18211618
192206451787
Total derivatives$253$255$480$822

__________________________________________________________________________________

*(a)*Asset derivatives are included in Accrued interest and other assets and liability derivatives are included in Accrued interest and other liabilities in the Company's Consolidated Balance Sheet.

*(b)*The impact of variation margin payments at September 30, 2025 and December 31, 2024 was a reduction of the estimated fair value of interest rate contracts not designated as hedging instruments in an asset position of $379 million and $686 million, respectively, and in a liability position of $33 million and $15 million, respectively.

Amount of Gain (Loss) Recognized
Three Months Ended September 30,
20252024
(Dollars in millions)DerivativeHedged ItemDerivativeHedged Item
Derivatives in fair value hedging relationships
Interest rate swap agreements:
Fixed rate long-term borrowings (a)$13$(13)$130$(130)
Fixed rate investment securities available for sale (b)——
Total$13$(13)$130$(130)
Derivatives not designated as hedging instruments
Interest rate contracts (c)$11$5
Foreign exchange and other option and futures contracts (c)55
Total$16$10

__________________________________________________________________________________

*(a)*Reported as an adjustment to Interest expense in the Company's Consolidated Statement of Income.

*(b)*Reported as an adjustment to Interest income in the Company's Consolidated Statement of Income.

*(c)*Included in Trading account and other non-hedging derivative gains in the Company's Consolidated Statement of Income.

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11. Derivative financial instruments, continued

Amount of Gain (Loss) Recognized
Nine Months Ended September 30,
20252024
(Dollars in millions)DerivativeHedged ItemDerivativeHedged Item
Derivatives in fair value hedging relationships
Interest rate swap agreements:
Fixed rate long-term borrowings (a)$160$(160)$52$(52)
Fixed rate investment securities available for sale (b)——
Total$160$(160)$52$(52)
Derivatives not designated as hedging instruments
Interest rate contracts (c)$23$11
Foreign exchange and other option and futures contracts (c)1113
Total$34$24

__________________________________________________________________________________

*(a)*Reported as an adjustment to Interest expense in the Company's Consolidated Statement of Income.

*(b)*Reported as an adjustment to Interest income in the Company's Consolidated Statement of Income.

*(c)*Included in Trading account and other non-hedging derivative gains in the Company's Consolidated Statement of Income.

Carrying Amount of the Hedged ItemCumulative Amount of Fair Value Hedging Adjustment Increasing (Decreasing) the Carrying Amount of the Hedged Item
(Dollars in millions)September 30, 2025December 31, 2024September 30, 2025December 31, 2024
Location in the Consolidated Balance Sheet of the Hedged Items in Fair Value Hedges
Long-term borrowings$6,092$5,184$5$(155)
Investment securities available for sale381—

The net effect of interest rate swap agreements was to decrease net interest income by $33 million and $139 million during the three-month and nine-month periods ended September 30, 2025, respectively, and to decrease net interest income by $115 million and $328 million during the three-month and nine-month periods ended September 30, 2024, respectively. The amount of interest income recognized in the Company's Consolidated Statement of Income associated with derivatives designated as cash flow hedges was a decrease of $22 million and $102 million for the three months ended September 30, 2025 and 2024, respectively, and a decrease of $108 million and $288 million for the nine-month periods ended September 30, 2025 and 2024, respectively. As of September 30, 2025, the unrealized gain recognized in other comprehensive income related to cash flow hedges was $91 million, of which gains of $6 million, $56 million and $29 million relate to interest rate swap agreements maturing in 2026, 2027 and 2028, respectively.

The Company predominantly clears non-customer derivative transactions through a clearinghouse, rather than directly with counterparties. The transactions cleared through a clearinghouse require initial margin collateral and variation margin payments depending on the contracts being in a net asset or liability position. The amount of initial margin collateral posted by the Company was $237 million and $257 million at September 30, 2025 and December 31, 2024, respectively. The fair value asset and liability amounts of derivative contracts have been reduced by variation margin payments treated as settlements as described herein. Variation margin on derivative contracts not treated as settlements continues to represent collateral posted or received by the Company.

The Company does not offset derivative asset and liability positions in its consolidated financial statements. The Company’s exposure to credit risk by entering into derivative contracts is oftentimes mitigated through master netting agreements and collateral posting or settlement requirements. Master netting agreements covering interest rate and foreign exchange contracts with the same party include a right to set-off that becomes enforceable in the event of default, early termination or under other specific conditions. The aggregate fair value of derivative financial instruments in a liability position, which are subject to enforceable master netting arrangements, and the related collateral posted, was not material at each of September 30, 2025 and December 31, 2024. The aggregate fair value

- 34 -

11. Derivative financial instruments, continued

of derivative financial instruments in an asset position with counterparties, which are subject to enforceable master netting arrangements was $57 million and $157 million at September 30, 2025 and December 31, 2024, respectively. Counterparties posted collateral relating to those positions of $58 million and $157 million at September 30, 2025 and December 31, 2024, respectively. Interest rate swap agreements entered into with customers are subject to the Company’s credit risk standards and often contain collateral provisions.

12. Variable interest entities and asset securitizations

The Company’s securitization activities include securitizing loans originated for sale into government-issued or guaranteed mortgage-backed securities. Additionally, M&T Bank and its subsidiaries have issued asset-backed notes secured by either equipment finance loans and leases or by automobile loans. Those loans and leases were sold into special purpose trusts which in turn issued asset-backed notes to investors. The loans and leases continue to be serviced by the Company. The senior-most notes in those securitizations were purchased by third parties whereas the residual interests of the trusts were retained by the Company. As a result of the retention of the residual interests and its continued role as servicer of the loans and leases, the Company is considered to be the primary beneficiary of the securitization trusts and, accordingly, the trusts have been included in the Company's consolidated financial statements. Assets held in each special purpose trust may only be used to settle the respective obligations of the asset-backed notes issued by that trust and the holders of the asset-backed notes have no recourse to the Company. The outstanding balances of those asset-backed notes issued to third party investors are included in Long-term borrowings in the Company's Consolidated Balance Sheet. Information about the asset-backed notes issued to investors and the respective special purpose trust at September 30, 2025 and December 31, 2024 are included in the following table.

(Dollars in millions)September 30, 2025December 31, 2024
Issue DateCollateral TypeRemaining Loan Collateral BalanceAsset-Backed Notes to InvestorsWeighted-Average Life (In years)Weighted-Average RateRemaining Loan Collateral BalanceAsset-Backed Notes to Investors
August 2023Equipment finance loans and leases$284$1770.75.74%$416$297
March 2024Automobile loans2822691.35.25383371
August 2024Equipment finance loans and leases5364371.54.87691561
February 2025Automobile loans5835681.54.74——
May 2025Equipment finance loans and leases5914781.94.75——
$1,929$1,229

M&T has issued Junior Subordinated Debentures payable to various trusts that have issued Preferred Capital Securities and Common Securities. M&T owns the Common Securities of those trust entities. The Company is not considered to be the primary beneficiary of those entities and, accordingly, the trusts are not included in the Company’s consolidated financial statements. At each of September 30, 2025 and December 31, 2024, the Company included the Junior Subordinated Debentures in Long-term borrowings in the Company's Consolidated Balance Sheet and included $16 million and $17 million, respectively, in Accrued interest and other assets for its “investment” in the Common Securities of the trusts that will be concomitantly repaid to M&T by the respective trust from the proceeds of M&T’s repayment of the Junior Subordinated Debentures associated with the Preferred Capital Securities.

The Company has invested as a limited partner in various partnerships that collectively had total assets of approximately $10.6 billion and $10.5 billion at September 30, 2025 and December 31, 2024, respectively. Those partnerships generally construct or acquire properties, including properties and facilities that produce renewable energy, for which the investing partners are eligible to receive certain federal income tax credits in accordance with government guidelines. Such investments may also provide tax deductible losses to the partners. The partnership investments also assist the Company in achieving its community reinvestment initiatives. The Company, in its position as a limited partner, does not direct the activities that most significantly impact the economic performance of the partnerships and, therefore, the partnership entities are not included in the Company's consolidated financial

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12. Variable interest entities and asset securitizations, continued

statements. The Company’s investments in qualified affordable housing projects are accounted for using the proportional amortization method whereby those investments are amortized to Income taxes in the Company's Consolidated Statement of Income as tax credits and other tax benefits resulting from deductible losses associated with the projects are received. The Company has elected to apply the proportional amortization method to eligible renewable energy and certain other tax credit investments in addition to the low income housing tax credit investments for which the proportional amortization method had previously been applied. Information on the Company's carrying amount of its investments in tax equity partnerships and its related future funding commitments are presented in the following table:

(Dollars in millions)September 30, 2025December 31, 2024
Affordable housing projects:
Carrying amount (a)$1,598$1,384
Amount of future funding commitments included in carrying amount (b)658467
Contingent commitments8869
Renewable energy:
Carrying amount (a)115135
Amount of future funding commitments included in carrying amount (b)6546
Other:
Carrying amount (a)3437
Amount of future funding commitments included in carrying amount——

__________________________________________________________________________________

*(a)*Included in Accrued interest and other assets in the Company's Consolidated Balance Sheet.

*(b)*Included in Accrued interest and other liabilities in the Company's Consolidated Balance Sheet.

The reduction to income tax expense recognized from the Company's investments in partnerships accounted for using the proportional amortization method was $9 million (net of $49 million of investment amortization) and $10 million (net of $47 million of investment amortization) for the three months ended September 30, 2025 and 2024, respectively, and $29 million (net of $138 million of investment amortization) and $25 million (net of $135 million of investment amortization) for the nine months ended September 30, 2025 and 2024, respectively. The net reduction to income tax expense has been reported in Net change in other accrued income and expense in the Company's Consolidated Statement of Cash Flows. While the Company has elected to apply the proportional amortization method for renewable energy credit investments, at September 30, 2025 no such investments met the eligibility criteria for application of that method. The reduction to income tax expense recognized from renewable energy credit investments was $1 million and $13 million for the three-month and nine-month periods ended September 30, 2025, respectively, and $8 million and $28 million for the three-month and nine-month periods ended September 30, 2024, respectively. As a limited partner, there is no recourse to the Company by creditors of the partnerships. However, the tax credits that result from the Company’s investments in such partnerships are generally subject to recapture should a partnership fail to comply with the respective government regulations. The Company has not provided financial or other support to the partnerships that was not contractually required. Although the Company currently estimates that no material losses are probable, its maximum exposure to loss from its investments in such partnerships as of September 30, 2025 was $2.2 billion, including possible recapture of certain tax credits.

The Company serves as investment advisor for certain registered money-market funds. The Company has no explicit arrangement to provide support to those funds, but may waive portions of its allowable management fees as a result of market conditions.

- 36 -

13. Fair value measurements

GAAP permits an entity to choose to measure eligible financial instruments and other items at fair value. The Company has not made any fair value elections at September 30, 2025.

Pursuant to GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level hierarchy exists in GAAP for fair value measurements based upon the inputs to the valuation of an asset or liability.

  • Level 1 — Valuation is based on quoted prices in active markets for identical assets and liabilities.

  • Level 2 — Valuation is determined from quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active or by model-based techniques in which all significant inputs are observable in the market.

  • Level 3 — Valuation is derived from model-based and other techniques in which at least one significant input is unobservable and which may be based on the Company's own estimates about the assumptions that market participants would use to value the asset or liability.

When available, the Company attempts to use quoted market prices in active markets to determine fair value and classifies such items as Level 1 or Level 2. If quoted market prices in active markets are not available, fair value is often determined using model-based techniques incorporating various assumptions including interest rates, prepayment speeds and credit losses. Assets and liabilities valued using model-based techniques are classified as either Level 2 or Level 3, depending on the lowest level classification of an input that is considered significant to the overall valuation. A description of the valuation methodologies used for the Company's assets and liabilities that are measured at estimated fair value on a recurring basis and on a nonrecurring basis is included in note 19 of Notes to Financial Statements in M&T's 2024 Annual Report.

- 37 -

13. Fair value measurements, continued

The following tables present assets and liabilities at September 30, 2025 and December 31, 2024 measured at estimated fair value on a recurring basis:

(Dollars in millions)Fair Value MeasurementsLevel 1Level 2Level 3 (a)
September 30, 2025
Trading account$95$95$—$—
Investment securities available for sale:
U.S. Treasury6,620—6,620—
Mortgage-backed securities:
Government issued or guaranteed:
Commercial4,861—4,861—
Residential11,680—11,680—
Other2—2—
23,163—23,163—
Equity securities258258——
Real estate loans held for sale605—605—
Other assets (b)253—2485
Total assets$24,374$353$24,016$5
Other liabilities (b)$480$—$480$—
Total liabilities$480$—$480$—
December 31, 2024
Trading account$101$101$—$—
Investment securities available for sale:
U.S. Treasury7,931—7,931—
Mortgage-backed securities:
Government issued or guaranteed:
Commercial3,702—3,702—
Residential7,214—7,214—
Other2—2—
18,849—18,849—
Equity securities235235——
Real estate loans held for sale521—521—
Other assets (b)255—2514
Total assets$19,961$336$19,621$4
Other liabilities (b)$822$—$790$32
Total liabilities$822$—$790$32

__________________________________________________________________________________

*(a)*Significant unobservable inputs used in the fair value measurement of certain commitments to originate real estate loans held for sale included weighted-average commitment expirations of 26% at September 30, 2025 and 6% at December 31, 2024. An increase (decrease) in the estimate of expirations for commitments to originate real estate loans would generally result in a lower (higher) fair value measurement. Estimated commitment expirations are derived considering loan type, changes in interest rates and remaining length of time until closing.

*(b)*Comprised predominantly of interest rate swap agreements used for interest rate risk management (Level 2), interest rate and foreign exchange contracts not designated as hedging instruments (Level 2), commitments to sell real estate loans (Level 2) and commitments to originate real estate loans to be held for sale (Level 2 and Level 3).

- 38 -

13. Fair value measurements, continued

The Company is required, on a nonrecurring basis, to adjust the carrying value of certain assets or provide valuation allowances related to certain assets using fair value measurements. The more significant of those assets follow.

Loans

Loans subject to nonrecurring fair value measurement were $577 million at September 30, 2025 ($283 million and $294 million of which were classified as Level 2 and Level 3, respectively), $847 million at December 31, 2024 ($187 million and $660 million of which were classified as Level 2 and Level 3, respectively) and $805 million at September 30, 2024 ($159 million and $646 million of which were classified as Level 2 and Level 3, respectively). Changes in fair value recognized for partial charge-offs of loans and loan impairment reserves on loans held by the Company on September 30, 2025 were decreases of $67 million and $154 million for the three-month and nine-month periods ended September 30, 2025, respectively. Changes in fair value recognized for partial charge-offs of loans and loan impairment reserves on loans held by the Company on September 30, 2024 were decreases of $81 million and $204 million for the three-month and nine-month periods ended September 30, 2024, respectively.

Capitalized servicing rights

Capitalized servicing rights related to mortgage loans required no valuation allowance at each of September 30, 2025, December 31, 2024 and September 30, 2024.

Disclosures of fair value of financial instruments

The carrying amounts and estimated fair value for certain financial instruments that are not recorded at fair value in the Company's Consolidated Balance Sheet are presented in the following table:

(Dollars in millions)Carrying AmountEstimated Fair ValueLevel 1Level 2Level 3
September 30, 2025
Financial assets:
Cash and cash equivalents$1,950$1,950$1,811$139$—
Interest-bearing deposits at banks16,75116,751—16,751—
Investment securities held to maturity12,71111,924—11,87945
Loans, net134,813134,595—7,113127,482
Financial liabilities:
Time deposits13,62013,591—13,591—
Short-term borrowings2,0592,059—2,059—
Long-term borrowings12,92813,163—13,163—
December 31, 2024
Financial assets:
Cash and cash equivalents1,9091,9091,749160—
Interest-bearing deposits at banks18,87318,873—18,873—
Investment securities held to maturity14,19512,955—12,90946
Loans, net133,397131,334—6,806124,528
Financial liabilities:
Time deposits14,47614,463—14,463—
Short-term borrowings1,0601,060—1,060—
Long-term borrowings12,60512,754—12,754—

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13. Fair value measurements, continued

With the exception of marketable securities and mortgage loans originated for sale, the Company’s financial instruments presented in the preceding tables are not readily marketable and market prices do not exist. Generally, the Company has not attempted to market its financial instruments to potential buyers, if any exist. Since negotiated prices in illiquid markets depend greatly upon the then present motivations of the buyer and seller, it is reasonable to assume that actual sales prices could vary widely from any estimate of fair value made without the benefit of negotiations. Additionally, changes in market interest rates can dramatically impact the value of financial instruments in a short period of time.

The Company does not believe that the estimated information presented herein is representative of the earnings power or value of the Company. The preceding analysis, which is inherently limited in depicting fair value, also does not consider any value associated with existing customer relationships nor the ability of the Company to create value through loan origination, deposit gathering or fee generating activities. Many of the estimates presented herein are based upon the use of highly subjective information and assumptions and, accordingly, the results may not be precise. Management believes that fair value estimates may not be comparable between financial institutions due to the wide range of permitted valuation techniques and numerous estimates which must be made. Furthermore, because the disclosed fair value amounts were estimated as of the balance sheet date, the amounts actually realized or paid upon maturity or settlement of the various financial instruments could be significantly different.

14. Commitments and contingencies

In the normal course of business, various commitments and contingent liabilities are outstanding. The following table presents the Company's significant credit-related commitments. Certain of these commitments are not included in the Company's Consolidated Balance Sheet.

(Dollars in millions)September 30, 2025December 31, 2024
Commitments to extend credit:
Commercial and industrial$35,781$31,521
Commercial real estate loans to be sold1,074479
Other commercial real estate1,9562,697
Residential real estate loans to be sold329190
Other residential real estate757517
Home equity lines of credit7,9067,933
Credit cards6,4866,087
Other364244
Standby letters of credit2,2712,260
Commercial letters of credit7558
Financial guarantees and indemnification contracts4,5524,335
Commitments to sell real estate loans1,8681,142

Commitments to extend credit are agreements to lend to customers and generally have fixed expiration dates or other termination clauses that may require payment of a fee. In addition to the amounts presented in the preceding table, the Company had discretionary funding commitments to commercial customers of $12.8 billion and $12.7 billion at September 30, 2025 and December 31, 2024, respectively, that the Company had the unconditional right to cancel prior to funding. Standby and commercial letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party, whereas commercial letters of credit are issued to facilitate commerce and typically result in the commitment being funded when the underlying transaction is consummated between the customer and a third party. The credit risk associated with commitments to extend credit and standby and commercial letters of credit is essentially the same as that involved with extending loans to customers and is subject to normal credit policies. Collateral may be obtained based on management's assessment of the customer's creditworthiness.

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14. Commitments and contingencies, continued

Financial guarantees and indemnification contracts are predominantly comprised of recourse obligations associated with sold loans and other guarantees and commitments. Included in financial guarantees and indemnification contracts are loan principal amounts sold with recourse in conjunction with the Company's involvement in the Fannie Mae DUS program. The Company's maximum credit risk for recourse associated with loans sold under this program totaled approximately $4.4 billion and $4.2 billion at September 30, 2025 and December 31, 2024, respectively.

Since many loan commitments, standby letters of credit, and guarantees and indemnification contracts expire without being funded in whole or in part, the contract amounts are not necessarily indicative of future cash flows. As disclosed in note 4, the Company maintains a reserve for unfunded credit commitments, which is included in Accrued interest and other liabilities in its Consolidated Balance Sheet, for estimated credit losses related to such contracts.

The Company utilizes commitments to sell real estate loans to hedge exposure to changes in the fair value of real estate loans held for sale. Such commitments are accounted for as derivatives and along with commitments to originate real estate loans to be held for sale are recorded in the Company's Consolidated Balance Sheet at estimated fair market value.

The Company is contractually obligated to repurchase previously sold residential real estate loans that do not ultimately meet investor sale criteria related to underwriting procedures or loan documentation. When required to do so, the Company may reimburse loan purchasers for losses incurred or may repurchase certain loans. The Company reduces residential mortgage banking revenues by an estimate for losses related to its obligations to loan purchasers. The amount of those charges is based on the volume of loans sold, the level of reimbursement requests received from loan purchasers and estimates of losses that may be associated with previously sold loans. At September 30, 2025, the Company's estimated obligation to loan purchasers was not material to the Company’s consolidated financial position.

At September 30, 2025 and December 31, 2024, the Company's remaining liability related to the FDIC special assessment was $75 million and $157 million, respectively. Such amounts are classified as Accrued interest and other liabilities in the Company's Consolidated Balance Sheet. During the third quarter of 2025, the Company recorded a reduction of FDIC special assessment expense of $8 million related to the FDIC's updated loss estimates associated with certain failed banks. For the nine months ended September 30, 2024, the Company recognized $34 million of FDIC special assessment expense. The FDIC has indicated that the amount of the special assessment may be adjusted in the future as its loss estimates change.

Legal proceedings and other matters

M&T and its subsidiaries are subject in the normal course of business to various pending and threatened legal proceedings and other matters in which claims for monetary damages are asserted. On an on-going basis management, after consultation with legal counsel, assesses the Company’s liabilities and contingencies in connection with such proceedings. For those matters where it is probable that the Company will incur losses and the amounts of the losses can be reasonably estimated, the Company records an expense and corresponding liability in its consolidated financial statements. Although not considered probable, the range of reasonably possible losses for pending or threatened litigation that can be estimated in the aggregate, beyond the existing recorded liability, was between $0 and $25 million at September 30, 2025.

For the following matter the Company does not believe an estimate of loss can be made at the date of this filing and, therefore, has not included any amount related thereto in its consolidated financial statements or in the estimated range of reasonably possible losses provided in the preceding paragraph.

Wilmington Trust, N.A.

On September 10, 2025, Tricolor Holdings, LLC, a subprime auto lender and used vehicle retailer which packaged loans into asset-backed securitizations, filed for Chapter 7 bankruptcy seeking to liquidate its business. Certain financial institutions have reported credit impairments in the third quarter of 2025 related to alleged fraudulent

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14. Commitments and contingencies, continued

activity with respect to Tricolor Holdings, LLC asset-backed financing arrangements. It has also been reported that the U.S. Department of Justice is investigating the conduct of Tricolor Holdings, LLC, including potential double pledging of collateral. Neither Wilmington Trust, N.A. nor M&T Bank have any loans or loan commitments outstanding to Tricolor Holdings, LLC.

Wilmington Trust, N.A. served in certain corporate custodian and trust capacities for multiple Tricolor Holdings, LLC warehouse facilities and asset-backed securitization transactions from 2018 through 2025. Such capacities varied from transaction to transaction and were generally service provider roles performed under the relevant transaction documents. In response to recent events, Wilmington Trust, N.A. is in the process of reviewing the transactions.

The facts and circumstances of the Tricolor Holdings, LLC bankruptcy and its alleged fraudulent activities are still being learned and the extent of damages, if any, to parties participating in the warehouse facilities and asset-backed securitization transactions are not known. The Company believes it is probable that litigation will arise as a result of these events, but at the current time it is not possible to estimate any potential legal or other liability of Wilmington Trust, N.A. as a result of its capacities in the warehouse facilities and asset-backed securitization transactions.

15. 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. The Company's internal profitability reporting system produces financial information, inclusive of net interest income and income before taxes, for each segment. Such information is reviewed by the Company's Chief Executive Officer, who has been identified as the chief operating decision maker, in evaluating operating decisions, business performance and the allocation of resources. The Company's reportable segments are Commercial Bank, Retail Bank and Institutional Services and Wealth Management.

The financial information of the Company's segments was compiled utilizing the accounting policies described in note 21 of Notes to Financial Statements in M&T's 2024 Annual Report. The management accounting policies and processes utilized in compiling segment financial information are highly subjective and, unlike financial accounting, are not based on authoritative guidance similar to GAAP. As a result, reported segment results are not necessarily comparable with similar information reported by other financial institutions. Furthermore, changes in management structure or allocation methodologies and procedures may result in changes in reported segment financial data.

Information about the Company's reportable segments follows:

Three Months Ended September 30,
Commercial BankRetail BankInstitutional Services and Wealth ManagementAll OtherTotal (c)
(Dollars in millions)2025202420252024202520242025202420252024
Net interest income (a)$539$551$999$1,087$163$185$60$(97)$1,761$1,726
Noninterest income2091722492052442045025752606
Total revenue7487231,2481,292407389110(72)2,5132,332
Provision for credit losses72397074—3(17)4125120
Salaries and employee benefits160152204196112103357324833775
Depreciation and amortization11105961215050122122
Other direct expenses68691161052524199208408406
Indirect expense (b)1271272972557874(502)(456)——
Income (loss) before taxes31032650260119018423(202)1,025909
Income tax expense (benefit)82871261554847(23)(101)233188
Net income (loss)$228$239$376$446$142$137$46$(101)$792$721
Average total assets$78,227$80,434$57,653$53,128$4,355$3,898$70,818$72,121$211,053$209,581

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15. Segment information, continued

Nine Months Ended September 30,
Commercial BankRetail BankInstitutional Services and Wealth ManagementAll OtherTotal (c)
(Dollars in millions)2025202420252024202520242025202420252024
Net interest income (a)$1,599$1,652$2,959$3,248$500$565$111$(341)$5,169$5,124
Noninterest income58748769160667860290752,0461,770
Total revenue2,1862,1393,6503,8541,1781,167201(266)7,2156,894
Provision for credit losses16819322020256(13)69380470
Salaries and employee benefits4614526015773253061,1461,0372,5332,372
Depreciation and amortization322918118966157155376379
Other direct expenses20820331029877756106691,2051,245
Indirect expense (b)379378868751241223(1,488)(1,352)——
Income (loss) before taxes9388841,4701,837524551(211)(844)2,7212,428
Income tax expense (benefit)248239372473133142(124)(333)629521
Net income (loss)$690$645$1,098$1,364$391$409$(87)$(511)$2,092$1,907
Average total assets$78,691$80,903$56,022$52,771$4,244$3,735$70,932$73,599$209,889$211,008

__________________________________________________________________________________

*(a)*Net interest income is the difference between actual taxable-equivalent interest earned on assets and interest paid on liabilities by a segment and a funding charge (credit) based on the Company's internal funds transfer and pricing methodology. Segments are charged a cost to fund any assets (e.g. loans) and are paid a funding credit for any funds provided (e.g. deposits). The taxable-equivalent adjustment aggregated to $12 million and $13 million for the three-month periods ended September 30, 2025 and 2024, respectively, and $33 million and $38 million for the nine-month periods ended September 30, 2025 and 2024, respectively, and is eliminated in "All Other" total revenues.

*(b)*Indirect expense represents centrally-allocated costs associated with data processing, risk management and other support services provided by the "All Other" category to the Commercial Bank, Retail Bank and Institutional Services and Wealth Management segments.

*(c)*Intersegment revenues and expenses were not material for the three-month and nine-month periods ended September 30, 2025 and 2024.

16. Relationship with BLG and Bayview Financial

M&T holds a 20% minority interest in BLG, a privately-held commercial mortgage company. That investment had no remaining carrying value at September 30, 2025 as a result of cumulative losses recognized and cash distributions received in prior years. Cash distributions now received from BLG are recognized as income by M&T and included in Other revenues from operations in the Company's Consolidated Statement of Income. That income totaled $20 million in each of the three-month and nine-month periods ended September 30, 2025 and $25 million for the nine-month period ended September 30, 2024. There were no cash distributions received from BLG for the three-month period ended September 30, 2024.

Bayview Financial, a privately-held specialty finance company, is BLG's majority investor. In addition to their common investment in BLG, the Company and Bayview Financial conduct other business activities with each other. The Company has obtained loan servicing rights for mortgage loans from BLG and Bayview Financial having outstanding principal balances of $907 million at September 30, 2025 and $1.0 billion at December 31, 2024. Revenues from those servicing rights were $1 million in each of the three-month periods ended September 30, 2025 and 2024, and $3 million and $4 million in the nine-month periods ended September 30, 2025 and 2024, respectively. The Company sub-services residential mortgage loans for Bayview Financial having outstanding principal balances of $161.8 billion and $111.5 billion at September 30, 2025 and December 31, 2024, respectively. Revenues earned for sub-servicing loans for Bayview Financial were $64 million and $29 million for the three-month periods ended September 30, 2025 and 2024, respectively, and $159 million and $92 million for the nine-month periods ended September 30, 2025 and 2024, respectively.

The Company also held $33 million and $37 million of mortgage-backed securities in its held-to-maturity portfolio at September 30, 2025 and December 31, 2024, respectively, that were securitized by Bayview Financial. The Company had various lending commitments to Bayview Financial totaling $1.0 billion at September 30, 2025, with $635 million and $404 million of outstanding balances at September 30, 2025 and December 31, 2024, respectively. Bayview Financial also maintained $4.4 billion and $2.2 billion of deposit balances with the Company at September 30, 2025 and December 31, 2024, respectively, inclusive of deposits related to loan servicing relationships.

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