M&T Bank 10-Q 2026-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2026

Commission File Number 1-9861

M&T BANK CORPORATION

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code:

(716) 635-4000

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

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

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

x Yes o No

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

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

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

Number of shares of the registrant's Common Stock, $0.50 par value, outstanding as of the close of business on April 30, 2026: 146,445,060 shares.

M&T Bank Corporation

FORM 10-Q

For the Quarterly Period Ended March 31, 2026

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Glossary of Terms

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

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Part I. Financial Information

M&T Bank Corporation and Subsidiaries

Consolidated Balance Sheet (Unaudited)

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*(a)*Loans of $2.4 billion and $2.1 billion at March 31, 2026 and December 31, 2025, 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 $2.0 billion at March 31, 2026 and $1.7 billion at December 31, 2025.

See accompanying notes to financial statements.

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M&T Bank Corporation and Subsidiaries

Consolidated Statement of Income (Unaudited)

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This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the consolidated financial statements and other information included in this Quarterly Report on Form 10-Q as well as with M&T's 2025 Annual Report. Information regarding the Company's business, its supervision and regulation and potential risks and uncertainties that may affect the Company's business, financial condition, liquidity and results of operations are also included in the 2025 Annual Report.

Financial Overview

A summary of financial results for the Company is provided below.

SUMMARY OF FINANCIAL RESULTS

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*(a)*Net interest income data are presented on a taxable-equivalent basis which is a non-GAAP measure. The taxable-equivalent adjustment represents additional income taxes that would be due if all interest income were subject to income taxes. This adjustment, which is related to interest received on qualified municipal securities, industrial revenue financings and preferred equity securities, is based on the statutory federal income tax rate.

Effective January 1, 2026, the Company elected to prospectively measure its residential mortgage loan servicing right assets at fair value with changes in fair value reflected in mortgage banking revenues. As a result, amortization associated with residential mortgage loan servicing right assets previously recognized in other costs of operations is no longer recorded. Instead, beginning in 2026, fair value changes in the mortgage loan servicing right assets, inclusive of the realization of expected net servicing revenues over time, are included in mortgage banking revenues. On December 31, 2025, the Company began economically hedging the risk of fair value changes in these assets through the use of various interest rate derivative contracts, for which changes in fair value are also reflected in mortgage banking revenues. As a result of the Company's election on January 1, 2026 to prospectively measure residential mortgage loan servicing right assets at fair value, the Company recorded an increase in capitalized servicing assets included in accrued interest and other assets of $263 million and a corresponding after-tax increase to retained earnings of $197 million, representing an 8 basis-point increase to CET1 capital on the election date.

The decrease in net income in the recent quarter as compared with the fourth quarter of 2025 resulted from the following:

• Net interest income on a taxable-equivalent basis decreased $27 million reflective of two less calendar days in the recent quarter. The Company's net interest margin widened by 2 basis points as a reduction in rates paid on interest-bearing liabilities outpaced the decline in yields received on earning assets. The higher net interest spread was partially offset by a lower contribution of interest-free funds.

• The provision for credit losses increased $15 million reflecting the potential negative impact of global conflicts on economic forecasts and a higher provision for unfunded credit commitments, partially offset by a decrease in the level of criticized loans.

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• Noninterest income decreased $7 million resulting from lower mortgage banking revenues, inclusive of the effects of the Company's accounting election discussed herein, and a decline in trading account and other non-hedging derivative gains, partially offset by higher other revenues from operations that included a $33 million distribution from M&T's investment in BLG in the recent quarter.

• Noninterest expense rose $59 million reflecting higher salaries and employee benefits expense, including $115 million of seasonal salaries and employee benefits expense in the recent quarter, partially offset by declines in professional and other services expense and advertising and marketing costs. The impact of a reduction of FDIC special assessment expense and a contribution to The M&T Charitable Foundation each in the fourth quarter of 2025 was largely offsetting. Other costs of operations in the fourth quarter of 2025 included amortization of residential mortgage loan servicing right

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

(a) Evaluation of disclosure controls and procedures. Based upon an evaluation carried out as of the end of the period covered by this report under the supervision and with the participation of M&T's management, including its Chairman and Chief Executive Officer and its Chief Financial Officer, of the effectiveness of M&T’s disclosure controls and procedures (as defined in Exchange Act rule 13a-15(e)), René F. Jones, Chairman of the Board and Chief Executive Officer, and Daryl N. Bible, Senior Executive Vice President and Chief Financial Officer, concluded that M&T’s disclosure controls and procedures were effective as of March 31, 2026.

(b) Changes in internal control over financial reporting. M&T regularly assesses and enhances its internal control over financial reporting. The Company is conducting a multi-phase implementation of new financial recordkeeping and reporting systems, including its general ledger and certain subledger platforms. In conjunction therewith the Company has and will continue to change certain processes and internal controls over financial reporting. No changes have been identified during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, M&T’s internal control over financial reporting. The conversion of the Company's core general ledger platform was completed in April 2026.

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Part II. Other Information

Item 1. Legal Proceedings.

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

There have been no material changes in risk factors relating to the Company to those disclosed in response to Part I, Item 1A of M&T's 2025 Annual Report.

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

(a) – (b) Not applicable.

(c)

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

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

*(c)*On March 30, 2026, M&T's Board of Directors authorized a program under which $5.0 billion of common shares may be repurchased with the exact number, timing, price and terms of such repurchases to be determined at the discretion of management and subject to all regulatory limitations. The authorization replaced and terminated, effective March 30, 2026, the prior $4.0 billion share repurchase program authorized by M&T's Board of Directors in January 2025.

On February 1, 2026 M&T redeemed all 40,000 outstanding shares of its Perpetual Fixed Rate Reset Non-Cumulative Preferred Stock Series G for $400 million.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

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(a) – (b) Not applicable.

(c) The following provides a description of Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K under the Exchange Act) adopted during the three months ended March 31, 2026, by any director or executive officer who is subject to the filing requirements of Section 16 of the Exchange Act:

On March 5, 2026, Kevin J. Pearson, Vice Chairman, adopted a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The arrangement will terminate on or before January 29, 2027. Under the arrangement, a maximum aggregate number of 6,000 shares may be sold and a maximum aggregate number of 23,358 vested stock options may be exercised and sold. Transactions under the trading arrangement will not commence until completion of the required cooling off period under Rule 10b5-1.

On March 6, 2026, Tracy S. Woodrow, Senior Executive Vice President, adopted a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The arrangement will terminate on or before February 26, 2027. Under the arrangement, a maximum aggregate number of 881 vested stock options may be exercised and sold. Transactions under the trading arrangement will not commence until completion of the required cooling off period under Rule 10b5-1.

No executive officers and no directors terminated or modified a Rule 10b5-1 trading arrangement in the three months ended March 31, 2026.

Certain executive officers and directors have made elections to participate in, and are participating in, the Company's tax-qualified 401(k) plan and nonqualified deferred compensation plans, or have made, and may from time to time make, elections to reinvest dividends in M&T common stock, or have shares withheld to cover withholding taxes upon the vesting of equity awards or to pay the exercise price of options, each of which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may constitute non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

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

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Signatures

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

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