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

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

This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the consolidated financial statements and other information included in this Quarterly Report on Form 10-Q as well as with M&T's 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

Three Months EndedChangeThree Months EndedChange
(Dollars in millions, except per share)March 31, 2026December 31, 2025Amount%March 31, 2026March 31, 2025Amount%
Net interest income$1,752$1,779$(27)-2%$1,752$1,695$573%
Taxable-equivalent adjustment (a)1111—-31112(1)-6
Net interest income (taxable-equivalent basis) (a)1,7631,790(27)-21,7631,707563
Provision for credit losses1401251512140130108
Other income689696(7)-16896117813
Other expense1,4381,3795941,4381,415232
Net income664759(95)-136645848014
Per common share data:
Basic earnings4.164.71(.55)-124.163.33.8325
Diluted earnings4.134.67(.54)-124.133.32.8124
Performance ratios, annualized
Return on:
Average assets1.26%1.41%1.26%1.14%
Average common shareholders’ equity9.6710.879.678.36
Net interest margin3.713.693.713.66

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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 assets.

The increase in net income in the first quarter of 2026 as compared with 2025's initial quarter reflects the following:

  • Net interest income on a taxable-equivalent basis increased $56 million reflecting growth in average loans and investment securities and favorable earning asset and interest-bearing liability repricing, including an improved impact from interest rate swap agreements. The Company's net interest margin expanded 5 basis points as reductions in deposit and borrowing costs outpaced a decline in yields received on earning assets.

  • The provision for credit losses increased $10 million reflecting a higher provision for unfunded credit commitments in the recent quarter.

  • Noninterest income increased $78 million reflecting a rise in other revenues from operations, including a distribution from M&T's investment in BLG in the recent quarter and an increase in letter of credit and other credit-related fees, and higher mortgage banking revenues, service charges on deposit accounts and trust income. The Company's accounting election described herein partially offset the increase in mortgage banking revenues.

  • Noninterest expense increased $23 million reflecting higher levels of salaries and employee benefits expense, outside data processing and software costs and professional and other services expense, partially offset by lower other costs of operations. Other costs of operations in the first quarter of 2025 included amortization of residential mortgage loan servicing right assets.

The Company's effective income tax rates were 23.0%, 21.8% and 23.2% for the quarters ended March 31, 2026, December 31, 2025 and March 31, 2025, respectively.

Under programs authorized by the Board of Directors, M&T repurchased 5.5 million shares of its common stock during the recent quarter at a total cost of $1.25 billion, compared with 2.7 million shares at a total cost of $507 million in the fourth quarter of 2025 and 3.4 million shares of its common stock at a total cost of $662 million during the first three months of 2025. On March 30, 2026, M&T's Board of Directors authorized a program under which $5.0 billion of common shares may be repurchased. That authorization replaced and terminated the previous authorized share repurchase program effective as of the same date. 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.

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Supplemental Reporting of Non-GAAP Results of Operations

M&T consistently provides supplemental reporting of its results on a “net operating” or “tangible” basis, from which M&T excludes the after-tax effect of amortization of core deposit and other intangible assets (and the related goodwill, core deposit intangible and other intangible asset balances, net of applicable deferred tax amounts) and gains (when realized) and expenses (when incurred) associated with merging acquired or to be acquired operations into the Company, since such items are considered by management to be “nonoperating” in nature. Although “net operating income” as defined by M&T is not a GAAP measure, M&T’s management believes that this information helps investors understand the effect of acquisition activity in reported results.

SUPPLEMENTAL REPORTING OF NON-GAAP RESULTS OF OPERATIONS

Three Months EndedChangeThree Months EndedChange
(Dollars in millions, except per share)March 31, 2026December 31, 2025Amount%March 31, 2026March 31, 2025Amount%
Net operating income$671$767$(96)-12%$671$594$7713%
Diluted net operating earnings per share4.184.72(.54)-114.183.38.8024
Annualized return on:
Average tangible assets1.33%1.49%1.33%1.21%
Average tangible common equity14.5116.2414.5112.53
Efficiency ratio58.355.158.360.5
Tangible equity per common share (a)$115.96$117.45(1.49)-1$115.96$111.134.834

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*(a)*At the period end.

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

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Taxable-equivalent Net Interest Income

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

The Company's average balance sheets accompanied by the taxable-equivalent interest income and expense and the annualized average rate on the Company's earning assets and interest-bearing liabilities are presented as follows.

AVERAGE BALANCE SHEETS AND ANNUALIZED TAXABLE-EQUIVALENT RATES

Three Months Ended
March 31, 2026December 31, 2025March 31, 2025
(Dollars in millions)Average BalanceInterestAverage RateAverage BalanceInterestAverage RateAverage BalanceInterestAverage Rate
Assets
Earning assets:
Loans (a):
Commercial and industrial$63,804$9446.00%$62,257$9756.22%$61,056$9586.36%
Real estate - commercial23,4963546.0324,1013836.2126,2594056.16
Real estate - residential24,8172834.5624,7652854.6023,1762574.44
Consumer26,3064206.4826,4774386.5824,3533946.57
Total loans138,4232,0015.86137,6002,0816.00134,8442,0146.06
Interest-bearing deposits at banks16,2311493.7117,9641813.9819,6952184.48
Trading account95—3.4497—3.4297—3.42
Investment securities (b):
U.S. Treasury5,795594.126,997734.118,634813.82
Mortgage-backed securities (c)28,7563084.2926,5392824.2622,4532233.97
State and political subdivisions2,104183.562,148183.442,313213.64
Other1,190123.951,021134.851,080155.71
Total investment securities37,8453974.2636,7053864.1734,4803404.00
Total earning assets192,5942,5475.36192,3662,6485.46189,1162,5725.52
Goodwill8,4658,4658,465
Core deposit and other intangible assets596992
Other assets12,71011,99110,648
Total assets$213,828$212,891$208,321
Liabilities and shareholders’ equity
Interest-bearing liabilities:
Interest-bearing deposits:
Savings and interest-checking deposits$106,593$4831.84%$107,287$5512.04%$101,564$5522.20%
Time deposits13,128973.0113,5861093.1814,2201243.54
Total interest-bearing deposits119,7215801.96120,8736602.17115,7846762.37
Short-term borrowings5,695543.862,064234.212,869324.52
Long-term borrowings11,0641505.4912,5551755.5111,2851575.65
Total interest-bearing liabilities136,4807842.33135,4928582.51129,9388652.70
Noninterest-bearing deposits44,54744,18445,436
Other liabilities4,1534,2453,949
Total liabilities185,180183,921179,323
Shareholders’ equity28,64828,97028,998
Total liabilities and shareholders’ equity$213,828$212,891$208,321
Net interest spread3.032.952.82
Contribution of interest-free funds.68.74.84
Net interest income/margin on earning assets$1,7633.71%$1,7903.69%$1,7073.66%
Total deposits$164,268$5801.43%$165,057$6601.59%$161,220$6761.70%

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*(a)*Includes nonaccrual loans.

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

*(c)*Primarily government issued or guaranteed.

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Taxable-equivalent net interest income can be impacted by changes in the composition of the Company's earning assets and interest-bearing liabilities, as discussed herein, as well as changes in interest rates and spreads. The FOMC lowered its federal funds target interest rate by a total of 100 basis points in the last four months of 2024 and by a total of 75 basis points in the last four months of 2025.

Taxable-equivalent net interest income decreased $27 million in the recent quarter as compared with the fourth quarter of 2025 reflective of two less calendar days in the recent quarter. The net interest margin increased 2 basis points over that same time period reflecting an 18 basis-point decline in rates paid on interest-bearing liabilities that outpaced a 10 basis-point decline in yields received on earning assets. The decline in the yields received on earning assets and rates paid on interest-bearing liabilities reflects the impact of two 25 basis-point reductions in the FOMC's federal funds target interest rate in the fourth quarter of 2025. The 8 basis-point increase in net interest spread was partially offset by a 6 basis-point reduction in the contribution of interest-free funds reflecting a lower interest rate environment.

Taxable-equivalent net interest income for the first three months of 2026 increased $56 million as compared with the same 2025 period. That increase reflects a 5 basis-point widening of the net interest margin driven by a 37 basis-point decrease in the cost of interest-bearing liabilities, partially offset by a 16 basis-point decline in yields received on earning assets. Contributing to those changes was the aforementioned FOMC interest rate reductions in 2025. The yields received on earning assets in the recent quarter reflect a comparatively favorable impact from interest rate swap agreements entered into for interest rate risk purposes on yields received on commercial and industrial and commercial real estate loans. Partially offsetting the overall decline in yields received on earning assets was an increase in the yields received on investment securities from the deployment of liquidity into fixed rate investment securities throughout 2025 and the first three months of 2026 that yielded higher rates than investment securities that matured or were sold. The 21 basis-point increase in net interest spread was partially offset by a 16 basis-point reduction in the contribution of interest-free funds, reflecting lower average balances of noninterest-bearing deposits and a lower rate environment.

Future changes in market interest rates or spreads, as well as changes in the composition of the Company’s portfolios of earning assets and interest-bearing liabilities that result in changes to spreads, could impact the Company’s net interest income and net interest margin. Future changes in the levels of net interest-free funds and the interest rates used to value such funds could also impact the Company's net interest margin.

Interest rate swap agreements

Management assesses the potential impact of future changes in interest rates and spreads by projecting net interest income under several interest rate scenarios. In managing interest rate risk, the Company has utilized interest rate swap agreements to modify the repricing characteristics of certain portions of its earning assets and interest-bearing liabilities. Under the terms of those interest rate swap agreements, the Company generally received payments based on the outstanding notional amount at fixed rates and made payments at variable rates. Periodic settlement amounts arising from these agreements are reflected in either the yields received on earning assets or the rates paid on interest-bearing liabilities. The Company enters into forward-starting interest rate swap agreements predominantly to hedge interest rate exposures expected in future periods. The following table summarizes information about interest rate swap agreements entered into for interest rate risk management purposes at March 31, 2026 and December 31, 2025.

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INTEREST RATE SWAP AGREEMENTS - DESIGNATED AS HEDGES

Notional AmountWeighted-Average Maturity (In years)Weighted- Average Rate
(Dollars in millions)FixedVariable
March 31, 2026
Fair value hedges:
Fixed rate long-term borrowings — active$6,1004.63.56%3.81%
Total fair value hedges6,1004.6
Cash flow hedges:
Variable rate commercial real estate and commercial and industrial loans:
Active15,0000.63.803.65
Forward-starting10,5251.83.393.66
Total cash flow hedges25,5251.1
Total$31,6251.8
December 31, 2025
Fair value hedges:
Fixed rate long-term borrowings — active$4,3503.93.52%4.09%
Fixed rate long-term borrowings — forward-starting1,7507.13.683.84
Total fair value hedges6,1004.8
Cash flow hedges:
Variable rate commercial real estate and commercial and industrial loans:
Active15,2000.73.813.78
Forward-starting9,7002.03.373.84
Total cash flow hedges24,9001.3
Total$31,0002.0

Information regarding the fair value of interest rate swap agreements designated as fair value hedges and cash flow hedges is presented in note 10 of Notes to Financial Statements. The average notional amounts of interest rate swap agreements entered into for interest rate risk management purposes (excluding forward-starting interest rate swap agreements not in effect during the quarter), the related effect on net interest income and margin, and the weighted-average interest rates paid or received on those swap agreements are presented in the table that follows.

INTEREST RATE SWAP AGREEMENTS - EFFECT ON NET INTEREST INCOME

Three Months Ended
March 31, 2026December 31, 2025March 31, 2025
(Dollars in millions)AmountRate (a)AmountRate (a)AmountRate (a)
Increase (decrease) in:
Interest income$5.01%$(7)-.02%$(53)-.11%
Interest expense4.018.029.03
Net interest income/margin$1—%$(15)-.03%$(62)-.13%
Average notional amount (b)$20,926$19,636$23,816
Rate received (c)3.76%3.54%3.34%
Rate paid (c)3.743.854.39

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

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

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

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Lending activities

The following table summarizes changes in the components of average loans and reflects the Company's efforts to reduce its exposure to commercial real estate loans designated as criticized.

AVERAGE LOANS

Three Months EndedThree Months Ended
(Dollars in millions)March 31, 2026December 31, 2025Percentage ChangeMarch 31, 2026March 31, 2025Percentage Change
Commercial and industrial$63,804$62,2572%$63,804$61,0565%
Real estate - commercial23,49624,101-323,49626,259-11
Real estate - residential24,81724,765—24,81723,1767
Consumer:
Home equity lines and loans4,7924,771—4,7924,5655
Recreational finance14,07514,167-114,07512,68411
Automobile5,0845,209-25,0844,8964
Other2,3552,33012,3552,2087
Total consumer26,30626,477-126,30624,3538
Total$138,423$137,6001%$138,423$134,8443%

Average loans totaled $138.4 billion in the first quarter of 2026, up $823 million from the fourth quarter of 2025.

  • Average commercial and industrial loans grew $1.5 billion reflecting growth in loans to the financial and insurance industry.

  • Commercial real estate loans decreased $605 million, reflecting reductions of $293 million and $312 million of average construction and average permanent commercial real estate loans, respectively.

  • Average consumer loans decreased $171 million reflecting lower average balances of automobile loans of $125 million and recreational finance loans of $92 million.

In the first three months of 2026, average loans increased $3.6 billion from the corresponding 2025 period.

  • Average commercial and industrial loans increased $2.7 billion reflecting growth that spanned most industry types.

  • Average commercial real estate loans declined $2.8 billion as the Company executed various strategies to reduce its relative concentration of such loans designated as criticized. Average permanent and construction commercial real estate loans decreased by $381 million and $2.4 billion, respectively. The decline in average commercial real estate construction loans reflects the sale of $661 million of out-of-footprint residential builder and developer loans in June 2025.

  • Average residential real estate loans increased $1.6 billion reflecting the retention of originated residential mortgage loans and purchases.

  • Average consumer loans increased $2.0 billion reflecting growth in average recreational finance loans of $1.4 billion, home equity loans and lines of credit of $227 million and automobile loans of $188 million.

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Borrowers in the financial and insurance industry include real estate investment trusts and other specialty lending businesses including fund banking companies and mortgage warehouse lending businesses. Approximately 89% of loans to the financial and insurance industry and 7% of loans to the services industry were designated as loans to NDFIs as prescribed in regulatory guidance applicable to the Company at March 31, 2026. The following table presents commercial and industrial commitments and outstanding balances of loans to NDFIs at March 31, 2026.

COMMERCIAL AND INDUSTRIAL COMMITMENTS AND LOANS TO NDFIs

(Dollars in millions)Commitment AmountOutstanding Balance
March 31, 2026
Mortgage credit intermediaries (a)$11,395$6,455
Private equity funds (b)5,8563,469
Business credit intermediaries (c)3,9972,070
Consumer credit intermediaries (d)1,054574
Other2,391765
Total$24,693$13,333

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*(a)*Includes real estate investment trust credit facilities, residential mortgage warehouse lines of credit and mortgage loan servicing rights secured financing.

*(b)*Primarily subscription credit facilities.

*(c)*Includes credit facilities to wholesale lender finance and leasing companies and business development companies.

*(d)*Includes credit facilities to consumer lender finance and leasing companies.

Investing activities

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

AVERAGE INVESTMENT SECURITIES

Three Months EndedThree Months Ended
(Dollars in millions)March 31, 2026December 31, 2025Percentage ChangeMarch 31, 2026March 31, 2025Percentage Change
Investment securities available for sale:
U.S. Treasury$5,391$6,552-18%$5,391$7,995-33%
Mortgage-backed securities (a)18,99516,5471518,99511,70462
Other11-2113-70
Total available for sale24,38723,100624,38719,70224
Investment securities held to maturity:
U.S. Treasury404445-9404639-37
Mortgage-backed securities (a)9,7619,992-29,76110,749-9
State and political subdivisions2,1042,148-22,1042,313-9
Other11-211-13
Total held to maturity12,27012,586-312,27013,702-10
Equity and other securities1,1881,019171,1881,07611
Total investment securities$37,845$36,7053%$37,845$34,48010%

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*(a)*Primarily government issued or guaranteed.

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The investment securities portfolio averaged $37.8 billion in the first quarter of 2026, up $1.1 billion and $3.4 billion from the fourth and first quarters of 2025, respectively. Those increases reflect the Company's deployment of liquidity into primarily fixed-rate mortgage-backed investment securities classified as available-for-sale. In the recent quarter the Company sold $2.5 billion of U.S. Treasury securities, all of which had maturity dates in 2026. As a result of the purchases of higher-yielding securities and sales, paydowns and maturities of lower-yielding securities, the weighted-average current yield for total investment securities available for sale increased to 4.71% at March 31, 2026 and 4.64% at December 31, 2025 from 4.42% at March 31, 2025. The weighted-average duration of that portfolio was 3.1 years at March 31, 2026 as compared with 2.4 years and 2.5 years at December 31, 2025 and March 31, 2025, respectively. The increase in the weighted-average duration in the recent quarter reflects the sale of U.S. Treasury securities near maturity and purchase of fixed rate mortgage-backed investment securities with longer maturity dates. The Company routinely adjusts its holdings of capital stock of the FHLB of New York and the FRB of New York based on amounts of outstanding borrowings and available lines of credit with those entities.

The Company regularly reviews its debt investment securities for declines in value below amortized cost that might be indicative of credit-related losses. There were no credit-related losses on debt investment securities recognized in each of the three months ended March 31, 2026, December 31, 2025 and March 31, 2025. Additional information about the investment securities portfolio is included in notes 2 and 12 of Notes to Financial Statements.

Other earning assets include interest-bearing deposits at banks and trading account assets. Those other earning assets in the aggregate averaged $16.3 billion in the recent quarter, compared with $18.1 billion and $19.8 billion during the three months ended December 31, 2025 and March 31, 2025, respectively, and were primarily comprised of deposits held at the FRB of New York. The Company considers such deposits to be an immediate source of funds in its liquidity management processes. In general, the levels of those deposits often fluctuate due to changes in deposits of retail and commercial customers, trust-related deposits and brokered deposits, lending activities and additions to or maturities of investment securities or borrowings.

Funding activities - deposits

The most significant source of funding for the Company is core deposits from its customer base. The Company considers noninterest-bearing deposits, savings and interest-checking deposits and time deposits of $250,000 or less as core deposits. The Company’s domestic banking network is its principal source of core deposits, which generally carry lower interest rates than wholesale funds of comparable maturities. Average core deposits represented 79% of average earning assets at each of the quarters ended March 31, 2026 and December 31, 2025, compared with 78% for the quarter ended March 31, 2025. The Company also utilizes brokered deposits as a component of its wholesale funding strategy. Depending on market conditions, including demand by customers and other investors, and the cost of funds available from alternative sources, the Company may change the amount or composition of brokered deposits in the future. The following table provides an analysis of changes in the components of average deposits.

AVERAGE DEPOSITS

Three Months EndedThree Months Ended
(Dollars in millions)March 31, 2026December 31, 2025Percentage ChangeMarch 31, 2026March 31, 2025Percentage Change
Noninterest-bearing deposits$44,547$44,1841%$44,547$45,436-2%
Savings and interest-checking deposits97,08596,731—97,08591,5736
Time deposits of $250,000 or less10,02010,206-210,02010,489-4
Total core deposits151,652151,121—151,652147,4983
Time deposits greater than $250,0002,8142,913-32,8142,954-5
Brokered savings and interest-checking deposits9,50810,556-109,5089,991-5
Brokered time deposits294467-37294777-62
Total deposits$164,268$165,057—%$164,268$161,2202%

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Total deposits averaged $164.3 billion in the recent quarter, down $789 million from the fourth quarter of 2025.

  • Average core deposits increased $531 million reflecting higher noninterest-bearing deposits and a rise in average savings and interest-checking deposits largely driven by growth in commercial customer deposits, partially offset by lower average time deposits of retail customers.

  • Average brokered deposits decreased $1.2 billion reflecting changes in the Company's wholesale funding composition.

Total average deposits increased $3.0 billion from the year-earlier quarter.

  • Average core deposits grew $4.2 billion predominantly reflecting growth in average savings and interest-checking deposit balances from commercial customers. Partially offsetting that growth was lower average noninterest-bearing deposit balances of those commercial customers and a decline in average balances of retail customer time deposits reflecting maturities.

  • Average brokered deposits declined $966 million reflecting changes in the Company's wholesale funding composition.

The accompanying table summarizes the components of average total deposits by reportable segment for the three months ended March 31, 2026, December 31, 2025 and March 31, 2025.

AVERAGE DEPOSITS BY REPORTABLE SEGMENT

(Dollars in millions)Commercial BankRetail BankInstitutional Services and Wealth ManagementAll OtherTotal
Three Months Ended March 31, 2026
Noninterest-bearing deposits$10,247$24,249$9,518$533$44,547
Savings and interest-checking deposits38,91252,18910,1035,389106,593
Time deposits31112,4695329513,128
Total$49,470$88,907$19,674$6,217$164,268
Three Months Ended December 31, 2025
Noninterest-bearing deposits$10,310$24,530$8,702$642$44,184
Savings and interest-checking deposits38,07653,1609,5256,526107,287
Time deposits34712,7224747013,586
Total$48,733$90,412$18,274$7,638$165,057
Three Months Ended March 31, 2025
Noninterest-bearing deposits$11,304$24,220$9,370$542$45,436
Savings and interest-checking deposits33,80851,6859,1576,914101,564
Time deposits36513,0354078014,220
Total$45,477$88,940$18,567$8,236$161,220

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Funding activities - borrowings

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

AVERAGE BORROWINGS

Three Months Ended
(Dollars in millions)March 31, 2026December 31, 2025March 31, 2025
Short-term borrowings:
Federal funds purchased and repurchase agreements$205$76$86
FHLB advances5,4901,9882,783
Total short-term borrowings5,6952,0642,869
Long-term borrowings:
Senior notes7,5349,0688,135
FHLB advances33671
Subordinated notes1,2471,247500
Junior subordinated debentures403402410
Asset-backed notes1,8671,8251,559
Other101010
Total long-term borrowings11,06412,55511,285
Total borrowings$16,759$14,619$14,154

The Company uses borrowing capacity from banks, the FHLBs, the FRB of New York and others as sources of funding. Short-term borrowings represent arrangements that at the time they were entered into had a contractual maturity of one year or less. The higher levels of short-term borrowings in the first quarter of 2026 as compared with the fourth and first quarters of 2025 reflect the Company's management of liquidity.

The levels of long-term borrowings reflect the Company's strategies to diversify its wholesale funding sources to provide long-term funding stabilization. The following table provides a summary of the Company's issuances, maturities and redemptions of long-term borrowings in the recent quarter.

LONG-TERM BORROWING ISSUANCES, MATURITIES AND REDEMPTIONS

(Dollars in millions)Three Months Ended March 31, 2026
Issuances (a):
Asset-backed notes$511
Maturities/Redemptions (b)

__________________________________________________________________________________

*(a)*At par value.

*(b)*Excludes paydowns of asset-backed notes. There were no maturities or redemptions of long-term borrowings in the first quarter of 2026.

Additional information regarding borrowings is provided in notes 4 and 11 of Notes to Financial Statements.

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Provision for Credit Losses

A provision for credit losses is recorded to adjust the level of the allowance to reflect expected credit losses that are based on economic forecasts as of each reporting date. A provision for credit losses of $140 million was recorded in the first quarter of 2026, compared with $125 million and $130 million in the fourth and first quarters of 2025, respectively. The provision for credit losses included $15 million of provision for unfunded credit commitments in the first quarter of 2026, compared with a reduction of provision for unfunded credit commitments of $15 million in the fourth quarter of 2025. No provision for unfunded credit commitments was recorded in the first quarter of 2025.

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

NET CHARGE-OFF (RECOVERY) INFORMATION

Three Months Ended
March 31, 2026December 31, 2025March 31, 2025
(Dollars in millions)Net Charge-Offs (Recoveries)Annualized Percent of Average LoansNet Charge-Offs (Recoveries)Annualized Percent of Average LoansNet Charge-Offs (Recoveries)Annualized Percent of Average Loans
Commercial and industrial$25.16%$96.61%$29.20%
Real estate:
Commercial17.3430.6019.38
Residential builder and developer——————
Other commercial construction—————-.04
Residential(1)-.01———-.01
Consumer:
Home equity lines and loans——(1)-.04—.03
Recreational finance34.9832.90311.00
Automobile6.495.397.54
Other244.14233.82285.19
Total$105.31%$185.54%$114.34%

Asset quality

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

NONPERFORMING ASSET AND PAST DUE LOAN DATA

(Dollars in millions)March 31, 2026December 31, 2025March 31, 2025
Nonaccrual loans$1,240$1,252$1,540
Real estate and other foreclosed assets273534
Total nonperforming assets$1,267$1,287$1,574
Accruing loans past due 90 days or more (a)$646$561$384
Government-guaranteed loans included in totals above:
Nonaccrual loans$85$83$69
Accruing loans past due 90 days or more (a)634543368
Loans 30-89 days past due1,3341,7531,447
Nonaccrual loans as a percent of total loans.89%.90%1.14%
Nonperforming assets as a percent of total loans and real estate and other foreclosed assets.91.931.17
Accruing loans past due 90 days or more as a percent of total loans.46.40.29
Loans 30-89 days past due as a percent of total loans.951.261.08

__________________________________________________________________________________

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

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Nonaccrual loans at March 31, 2026 decreased $12 million from December 31, 2025, reflecting lower commercial real estate nonaccrual loans, and $300 million from March 31, 2025, predominantly driven by a $127 million reduction in commercial and industrial nonaccrual loans and a $119 million reduction in commercial real estate nonaccrual loans. Approximately 45% of nonaccrual commercial and industrial and commercial real estate loans were considered current with respect to their payment status at March 31, 2026.

Government-guaranteed loans designated as accruing loans past due 90 days or more included one-to-four family residential mortgage loans serviced by the Company that were repurchased to reduce associated servicing costs, including a requirement to advance principal and interest payments that had not been received from individual mortgagors. Despite the loans being purchased by the Company, the insurance or guarantee by the applicable government-related entity remains in force. The outstanding principal balances of the repurchased loans that are guaranteed by government-related entities included in accruing loans past due 90 days or more totaled $537 million at March 31, 2026, $459 million at December 31, 2025 and $240 million at March 31, 2025. Accruing loans past due 90 days or more not guaranteed by government-related entities were loans considered to be with creditworthy borrowers that were in the process of collection or renewal. Additional information about past due and nonaccrual loans is included in note 3 of Notes to Financial Statements.

The Company utilizes a loan grading system to differentiate risk amongst its commercial and industrial loans and commercial real estate loans. Loans with a lower expectation of default are assigned one of ten possible "pass" loan grades while specific loans determined to have an elevated level of credit risk are designated as "criticized." A criticized loan may be designated as "nonaccrual" if the Company no longer expects to collect all amounts owed under the terms of the loan agreement or the loan is delinquent 90 days or more. Targeted reviews are periodically performed over segments of loan portfolios that may be experiencing heightened credit risk due to current or anticipated economic conditions. The intention of such reviews is to identify trends across such portfolios and inform portfolio risk limits and loss mitigation strategies. In the recent quarter the Company reviewed certain loans to borrowers in the energy sector as recent increases in energy and transportation costs have compressed operating margins and may do so in the future for these borrowers. The Company continues to monitor commercial borrowers in certain industry sectors that may be affected by international trade policy changes, such as tariffs, including retail and wholesale trade, manufacturing, packaging and construction companies. The Company has considered the information gathered in such reviews in the assignment of loan grades.

The Company continues to monitor its commercial real estate loan portfolio. The primary source of repayment of these loans is typically tenant lease payments to the investor/borrower. Elevated vacancies impacting some property types have contributed to lower current and anticipated future debt service coverage ratios, which have and may continue to influence the ability of borrowers to make existing loan payments. Lower debt service coverage ratios and reduced commercial real estate values also impact the ability of borrowers to refinance their obligations at loan maturity. Despite these challenges, the ability of borrowers to service loans secured by investor-owned real estate has generally improved in recent quarters. The LTV ratio is one of many factors considered in assessing overall portfolio risks and loss mitigation strategies for the investor-owned commercial real estate portfolio. In determining the LTV ratio, the Company considers cross-collateralization of all exposures secured by the supporting collateral and the estimated value of such collateral. Subsequent to the origination of commercial real estate loans, updated appraisals are obtained in the normal course of business for renewals, extensions and modifications to commitment levels. As the quality of a loan deteriorates to the point of designating the loan as "criticized nonaccrual," the process of obtaining updated collateral valuation information is usually initiated, unless it is not considered warranted given factors such as the relative size of the loan or the age of the last valuation. In those cases where current appraisals may not yet be available, prior appraisals are utilized with adjustments, as deemed necessary, for estimates of subsequent declines in values as determined by line of business and/or loan workout personnel. Those adjustments are reviewed and assessed for reasonableness by the Company’s credit risk personnel. Accordingly, for real estate collateral securing larger nonaccrual commercial and industrial loans and commercial real estate loans, estimated collateral values are generally based on current estimates of value.

- 54 -

The Company monitors its concentration of commercial real estate lending as a percent of its Tier 1 capital plus its allowable allowance for credit losses, consistent with a metric utilized to differentiate such concentrations amongst regulated financial institutions. This metric, as prescribed in supervisory guidance, excludes loans secured by commercial real estate considered to be owner-occupied, but includes certain other loans, such as loans to real estate investment trusts, that are classified as commercial and industrial loans. The Company's commercial real estate loan concentration approximated 129% of Tier 1 capital plus its allowable allowance for credit losses at March 31, 2026, compared with 124% at December 31, 2025 and 133% at March 31, 2025. The Company executed various strategies to reduce the amount of criticized loans in this category throughout 2025.

The accompanying tables summarize the outstanding balances, and associated criticized balances, of commercial and industrial loans by industry and commercial real estate loans by property type, respectively, at March 31, 2026 and December 31, 2025.

CRITICIZED COMMERCIAL AND INDUSTRIAL LOANS

March 31, 2026December 31, 2025
(Dollars in millions)OutstandingCriticized AccrualCriticized NonaccrualTotal CriticizedOutstandingCriticized AccrualCriticized NonaccrualTotal Criticized
Commercial and industrial excluding owner-occupied real estate by industry:
Financial and insurance$13,545$171$10$181$12,794$200$4$204
Services8,235219722917,91027174345
Motor vehicle and recreational finance dealers7,06949285007,19154110551
Manufacturing6,424334804146,11234452396
Wholesale4,359236292654,38627657333
Transportation, communications, utilities3,937183462293,89019651247
Retail3,316262222843,09821325238
Construction2,311214342482,26521139250
Health services1,8415233851,822563591
Real estate investors1,66819151961,5792026208
Other1,365106711771,30311041151
Total commercial and industrial excluding owner-occupied real estate54,0702,4604102,87052,3502,6203943,014
Owner-occupied real estate by industry:
Services2,37776331092,3688432116
Motor vehicle and recreational finance dealers2,21713921412,2341641165
Retail1,9162416401,893241539
Health services1,3354436801,26812247169
Wholesale1,0296526797895398
Manufacturing727431255791791291
Real estate investors6174685461631839
Other1,1036616821,050581573
Total owner-occupied real estate11,32150312562811,198657133790
Total$65,391$2,963$535$3,498$63,548$3,277$527$3,804
Criticized loans as a percent of total commercial and industrial loans5.3%6.0%

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CRITICIZED COMMERCIAL REAL ESTATE LOANS

March 31, 2026December 31, 2025
(Dollars in millions)OutstandingCriticized AccrualCriticized NonaccrualTotal CriticizedOutstandingCriticized AccrualCriticized NonaccrualTotal Criticized
Permanent finance by property type:
Apartments/Multifamily$6,628$245$23$268$6,837$431$45$476
Retail/Service4,237516625784,16454670616
Office3,2827241098333,423644121765
Industrial/Warehouse2,462107231302,29777885
Hotel1,727224182421,74317319192
Health services1,50792581501,54815056206
Other1871912018020121
Total permanent20,0301,9272942,22120,1922,0413202,361
Construction/Development3,315823108333,6271,080131,093
Total$23,345$2,750$304$3,054$23,819$3,121$333$3,454
Criticized loans as a percent of total commercial real estate loans13.1%14.5%
Commercial real estate loans weighted-average LTV ratio5556
Commercial real estate criticized loans weighted-average LTV ratio6467

The $306 million reduction in commercial and industrial criticized loans from December 31, 2025 to March 31, 2026 spanned most industry types. The $400 million decline in commercial real estate criticized loans from December 31, 2025 to March 31, 2026 predominantly reflected a decline in criticized construction and development loans and permanent loans secured by multifamily properties. At March 31, 2026, approximately 96% of criticized accrual loans and 45% of criticized nonaccrual loans were considered current with respect to their payment status.

For loans secured by residential real estate the Company’s loss identification and estimation techniques make reference to loan performance and house price data in specific areas of the country where collateral securing those loans is located. For loans secured by residential real estate, 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. Information about the location of nonaccrual loans secured by residential real estate at March 31, 2026 and December 31, 2025 is presented in the following table.

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NONACCRUAL LOANS SECURED BY RESIDENTIAL REAL ESTATE

March 31, 2026December 31, 2025
NonaccrualNonaccrual
(Dollars in millions)Outstanding BalancesBalancesPercent of Outstanding BalancesOutstanding BalancesBalancesPercent of Outstanding Balances
Residential mortgage loans (a):
New York$6,827$1091.60%$6,904$1091.59%
Mid-Atlantic7,906851.077,874861.09
New England6,63544.666,61339.59
Other3,48934.963,48330.87
Total$24,857$2721.09%$24,874$2641.06%
First lien home equity loans and lines of credit:
New York$738$151.97%$740$141.96%
Mid-Atlantic877171.97875171.92
New England43251.204264.95
Other18—1.8220313.94
Total$2,065$371.81%$2,061$381.85%
Junior lien home equity loans and lines of credit:
New York$914$202.13%$920$192.03%
Mid-Atlantic1,118211.841,120191.70
New England6696.936756.88
Other30—.7831—1.20
Total$2,731$471.70%$2,746$441.60%

__________________________________________________________________________________

*(a)*Includes $650 million and $673 million of limited documentation first lien mortgage loans with nonaccrual loan balances totaling $48 million and $50 million at March 31, 2026 and December 31, 2025, respectively.

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

Consumer loans not secured by residential real estate are generally charged-off when the loans are 91 to 180 days past due, depending on whether the loan is collateralized and the status of repossession activities with respect to such collateral. The Company primarily originates recreational finance loans and automobile loans indirectly through dealerships across the U.S. At March 31, 2026, the percent of recreational finance loans and automobile loans with FICO scores of 700 or greater at origination date was 99% and 83%, respectively. A comparative summary of nonaccrual consumer loan balances and the respective percent of outstanding balances of each consumer loan product at March 31, 2026 and December 31, 2025 is presented in the following table.

NONACCRUAL CONSUMER LOANS

March 31, 2026December 31, 2025
(Dollars in millions)Nonaccrual LoansPercent of Outstanding BalancesNonaccrual LoansPercent of Outstanding Balances
Home equity lines and loans$841.75%$821.71%
Recreational finance32.2330.21
Automobile9.1911.21
Other4.175.19
Total$129.49%$128.48%

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Allowance for loan losses

Management determines the allowance for loan losses under accounting guidance that requires estimating the amount of current expected credit losses over the remaining contractual term of the loan portfolio. A description of the methodologies used by the Company to estimate its allowance for loan losses can be found in note 3 of Notes to Financial Statements.

At the time of the Company’s analysis regarding the determination of the allowance for loan losses as of March 31, 2026 uncertainties existed about the impact of inflationary pressures and potential increases in unemployment on the discretionary income and purchasing power of consumers, which could impact their ability to service existing debt obligations; the volatile nature of global markets and international economic conditions that could impact the U.S. economy, including the effect of international trade policies and recent military conflicts on domestic businesses and consumers; uncertainty related to Federal Reserve positioning of monetary policy and the potential impacts on future economic growth; shifts in immigration policies and enforcement; changes to government funding and reductions in the federal workforce; downward pressures on commercial real estate values, including office properties, and the impacts on the ability of commercial borrowers to refinance maturing debt obligations; and the extent to which borrowers may be negatively affected by general economic conditions.

In establishing the allowance for loan losses, the Company estimates losses attributable to specific troubled credits identified through both normal and targeted credit review processes and also estimates losses for other loans with similar risk characteristics on a collective basis, generally through the use of statistically developed credit models, which are required to achieve a satisfactory independent validation by the Company's Model Risk Management Department, or other quantitative methodologies. In determining the allowance for loan losses, the Company may adjust forecasted loss estimates for inherent limitations or biases in the models as well as for other factors that may not be adequately considered in its quantitative methodologies including the impact of portfolio concentrations, imprecision in economic forecasts, geopolitical conditions and other risk factors that influence the loss estimation process. At each of March 31, 2026 and December 31, 2025, the Company qualitatively adjusted credit loss estimates for inherent limitations in the ability to assess real-time changes in commercial borrower performance and for environmental influences affecting certain loan portfolios. Qualitative adjustments at March 31, 2026 as compared with December 31, 2025, were generally higher reflecting the potential negative impact of global conflicts on economic forecasts.

Forward-looking estimates of certain macroeconomic variables are determined by the M&T Scenario Review Committee, which is comprised of senior management business leaders and economists. The weighted-average of macroeconomic assumptions utilized as of March 31, 2026 and December 31, 2025 are presented in the following table and were based on information available at or near the time the Company was preparing its estimate of expected credit losses as of those dates.

ALLOWANCE FOR LOAN LOSSES MACROECONOMIC ASSUMPTIONS

March 31, 2026December 31, 2025
Year 1Year 2CumulativeYear 1Year 2Cumulative
National unemployment rate4.9%5.1%5.0%5.2%
Real GDP growth rate1.41.73.1%1.61.83.4%
Commercial real estate price index growth/decline rate-2.7.7-1.8-2.81.0-1.6
Home price index growth rate.43.03.4.22.72.9

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

ALLOWANCE FOR LOAN LOSSES SENSITIVITIES

March 31, 2026Year 1Year 2Cumulative
Potential downside economic scenario:
National unemployment rate7.1%8.2%
Real GDP growth/decline rate-2.61.3-1.3%
Commercial real estate price index decline rate-14.6-6.7-20.3
Home price index growth/decline rate-9.02.8-6.4
Potential upside economic scenario:
National unemployment rate3.73.6
Real GDP growth rate3.52.05.6
Commercial real estate price index growth rate2.34.06.4
Home price index growth rate5.04.910.1
(Dollars in millions)Impact to Modeled Credit Losses Increase (Decrease)
Potential downside economic scenario$244
Potential upside economic scenario(113)

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

- 59 -

A comparative summary of the Company's allowance for loan losses by loan type and the reserve for unfunded credit commitments is presented in the following table.

ALLOWANCE FOR LOAN LOSSES AND RESERVE FOR UNFUNDED CREDIT COMMITMENTS

(Dollars in millions)March 31, 2026December 31, 2025March 31, 2025
Allowance for loan losses:
Commercial and industrial$817$771$762
Real estate - commercial (a)421472610
Real estate - residential99100105
Consumer799773723
Total$2,136$2,116$2,200
Allowance for loan losses as a percent of loans:
Commercial and industrial1.25%1.21%1.26%
Real estate - commercial (a)1.801.982.36
Real estate - residential.40.40.45
Consumer3.032.922.91
Total1.531.531.63
Allowance for loan losses as a percent of total nonaccrual loans (b)172169143
Reserve for unfunded credit commitments (c)$95$80$60

__________________________________________________________________________________

*(a)*Included in the allowance for loan losses were reserves allocated as a percent of commercial real estate loans secured by office properties of 4.54% at March 31, 2026, 4.65% at December 31, 2025 and 4.37% at March 31, 2025.

*(b)*Given the Company’s general position as a secured lender and its practice of charging off loan balances when collection is deemed doubtful, this ratio and changes in the ratio are generally not an indicative measure of the adequacy of the Company’s allowance for loan losses, nor does management rely upon this ratio in assessing the adequacy of the Company’s allowance for loan losses.

*(c)*Included in Accrued interest and other liabilities in the Consolidated Balance Sheet.

Management has assessed that the allowance for loan losses at March 31, 2026 appropriately reflected expected credit losses in the portfolio as of that date. The lower ratio of the allowance for loan losses as a percent of loans outstanding at March 31, 2026 and December 31, 2025 as compared with March 31, 2025, reflects lower levels of criticized commercial and industrial loans and commercial real estate loans. The level of the allowance reflects management’s evaluation of the loan portfolio as of each respective date using the methodology and considering the factors as described herein. Should the various economic forecasts and credit factors considered by management in establishing the allowance for loan losses change and should management’s assessment of losses in the loan portfolio also change, the level of the allowance as a percent of loans could increase or decrease in future periods.

Other Income

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

OTHER INCOME

Three Months EndedChangeThree Months EndedChange
(Dollars in millions)March 31, 2026December 31, 2025Amount%March 31, 2026March 31, 2025Amount%
Mortgage banking revenues$127$155$(28)-18%$127$118$98%
Service charges on deposit accounts139140(1)-113913365
Trust income183184(1)-118317763
Brokerage services income353413353239
Trading account and other non-hedging derivative gains1419(5)-26149543
Gain (loss) on bank investment securities4132384—4—
Other revenues from operations18716324141871424531
Total other income$689$696$(7)-1%$689$611$7813%

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Mortgage banking revenues

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

RESIDENTIAL MORTGAGE BANKING ACTIVITIES

Three Months EndedChangeThree Months EndedChange
(Dollars in millions)March 31, 2026December 31, 2025Amount%March 31, 2026March 31, 2025Amount%
Residential mortgage banking revenues
Gains on loans originated for sale$8$7$115%$8$6$231%
Loan servicing:
Loan servicing fees3233(1)-23236(4)-10
Changes in fair value of mortgage loan servicing right assets, net of hedging activities(13)—(13)—(13)—(13)—
Loan sub-servicing and other fees6265(3)-562402253
Total loan servicing8198(17)-18817656
Total residential mortgage banking revenues$89$105$(16)-16%$89$82$78%
New commitments to originate loans for sale$400$392$82%$400$290$11038%
(Dollars in millions)March 31, 2026December 31, 2025March 31, 2025
Balances at period end
Loans held for sale$327$441$179
Commitments to originate loans for sale222224224
Commitments to sell loans544645339
Capitalized mortgage loan servicing assets542287347
Loans serviced for others35,58635,87337,572
Loans sub-serviced for others (a)123,968156,938160,966
Total loans serviced for others$159,554$192,811$198,538

__________________________________________________________________________________

*(a)*The contractual servicing rights associated with residential mortgage loans sub-serviced by the Company were primarily held by affiliates of BLG. Information about the Company’s relationship with BLG and its affiliates is included in note 15 of Notes to Financial Statements.

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, 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.

The lower residential mortgage banking revenues for the first quarter of 2026 as compared with the fourth quarter of 2025 predominantly reflect the impact of the Company's accounting election described herein. The decline in the balance of loans sub-serviced for others reflects the return of servicing functions for $30.1 billion of residential mortgage loan balances back to Bayview Financial as the contractual holder of those servicing rights in March 2026.

The increase in residential mortgage banking revenues in the first three months of 2026 as compared with the corresponding 2025 period reflects higher sub-servicing revenues due to an arrangement effective February 2025 whereby the Company began sub-servicing $51.7 billion of additional residential mortgage loans with contractual servicing rights held by Bayview Financial, partially offset by the Company's accounting election described herein.

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COMMERCIAL MORTGAGE BANKING ACTIVITIES

Three Months EndedChangeThree Months EndedChange
(Dollars in millions)March 31, 2026December 31, 2025Amount%March 31, 2026March 31, 2025Amount%
Commercial mortgage banking revenues
Gains on loans originated for sale$18$30$(12)-41%$18$16$216%
Loan servicing fees and other2020—52020—2
Total commercial mortgage banking revenues$38$50$(12)-23%$38$36$28%
Loans originated for sale to other investors$1,135$2,168$(1,033)-48%$1,135$719$41658%
(Dollars in millions)March 31, 2026December 31, 2025March 31, 2025
Balances at period end
Loans held for sale$359$484$192
Commitments to originate loans for sale529773784
Commitments to sell loans9031,253974
Capitalized mortgage loan servicing assets138132125
Loans serviced for others (a)30,93430,30927,963
Loans sub-serviced for others4,1944,2314,205
Total loans serviced for others$35,128$34,540$32,168

__________________________________________________________________________________

*(a)*Includes $4.7 billion, $4.6 billion and $4.3 billion of loan balances at March 31, 2026, December 31, 2025 and March 31, 2025, respectively, for which investors had recourse to the Company if such balances are ultimately uncollectable.

The lower gains on commercial mortgage loans originated for sale in the recent quarter as compared with the fourth quarter of 2025 reflect decreased volume on new commitments to originate commercial real estate loans for sale.

Trust income

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

TRUST INCOME AND ASSETS UNDER MANAGEMENT

Three Months EndedChangeThree Months EndedChange
(Dollars in millions)March 31, 2026December 31, 2025Amount%March 31, 2026March 31, 2025Amount%
Trust income
Institutional Services$96$97$(1)-1%$96$94$22%
Wealth Management8686——868244
Commercial11—-1611—19
Total trust income$183$184$(1)-1%$183$177$63%
(Dollars in millions)March 31, 2026December 31, 2025March 31, 2025
Assets under management at period end
Trust assets under management (excluding proprietary funds)$68,298$68,104$64,554
Proprietary mutual funds16,16916,07515,938
Total assets under management$84,467$84,179$80,492

The increase in Wealth Management trust income in the first three months of 2026 as compared with the first quarter of 2025 reflects higher assets under management in the recent quarter.

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Other revenues from operations

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

OTHER REVENUES FROM OPERATIONS

Three Months EndedChangeThree Months EndedChange
(Dollars in millions)March 31, 2026December 31, 2025Amount%March 31, 2026March 31, 2025Amount%
Letter of credit and other credit-related fees$54$57$(3)-4%$54$49$512%
Merchant discount and credit card fees4146(5)-13413923
Bank owned life insurance revenue1819(1)-81818—2
Equipment operating lease income1111—-51111—1
BLG income (a)33—33—33—33—
Other3030—43025518
Total other revenues from operations$187$163$2414%$187$142$4531%

__________________________________________________________________________________

*(a)*During 2017, the operating losses of BLG resulted in M&T reducing the carrying value of its investment in BLG to zero. Subsequently, M&T has received cash distributions from BLG each year that resulted in the recognition of income by M&T. M&T expects cash distributions from BLG in the future, but the timing and amount of those distributions are not within M&T's control. BLG is entitled to receive distributions from its affiliates that provide asset management and other services that are available for distribution to BLG’s owners, including M&T. Information about the Company’s relationship with BLG and its affiliates is included in note 15 of Notes to Financial Statements.

Other Expense

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

OTHER EXPENSE

Three Months EndedChangeThree Months EndedChange
(Dollars in millions)March 31, 2026December 31, 2025Amount%March 31, 2026March 31, 2025Amount%
Salaries and employee benefits$914$809$10513%$914$887$273%
Equipment and net occupancy133134(1)—1331321—
Outside data processing and software144146(2)-214413685
Professional and other services93105(12)-119384911
FDIC assessments23(8)31—2323——
Advertising and marketing2132(11)-352122(1)-6
Amortization of core deposit and other intangible assets910(1)-1913(4)-27
Other costs of operations101151(50)-34101118(17)-15
Total other expense$1,438$1,379$594%$1,438$1,415$232%
Average full-time equivalent employees21,99022,258(268)-1%21,99022,235(245)-1%
Full-time equivalent employees at period end21,86622,080(214)-121,86622,291(425)-2

Salaries and employee benefits

Included in the first quarters of 2026 and 2025 was $115 million and $110 million, respectively, of seasonally higher stock-based compensation, payroll-related taxes and other employee benefits expense.

Salaries and employee benefits expense increased $105 million in the recent quarter as compared with the fourth quarter of 2025 reflecting the aforementioned seasonal costs and the impact of annual merit increases, partially offset by two less working days and lower average staffing levels in the recent quarter.

Salaries and employee benefits expense increased $27 million in the three months ended March 31, 2026 as compared with the year-earlier period reflecting higher salaries expense from annual merit and other increases and an increase in stock-based incentive compensation. A decline in average staffing levels partially offset those higher expenses.

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Nonpersonnel expenses

Nonpersonnel expenses aggregated $524 million in the recent quarter, down from $570 million in the fourth quarter of 2025. The decline in nonpersonnel expenses in the recent quarter reflects lower professional and other services expense of $12 million due to a decline in legal and review costs and a decrease in advertising and marketing expense of $11 million reflecting the seasonality of advertising campaigns. The final quarter of 2025 included a reduction of FDIC special assessment expense of $29 million and a contribution to The M&T Charitable Foundation of $30 million. Other costs of operations in the fourth quarter of 2025 also included the amortization of residential mortgage loan servicing rights. With the Company's accounting election on January 1, 2026 described herein to measure residential mortgage loan servicing right assets at fair value, such amortization is no longer recorded in other costs of operations.

Nonpersonnel expenses decreased $4 million from $528 million in the first three months of 2025 reflecting lower other costs of operations of $17 million driven by amortization associated with residential mortgage loan servicing right assets in the first quarter of 2025, partially offset by higher costs associated with the Company's supplemental executive retirement savings plan in the recent quarter due to market performance. Partially offsetting the lower other costs of operations were higher professional and other services expense of $9 million, reflecting higher legal and review costs, and a rise in outside data processing and software costs of $8 million reflecting costs associated with enhancements to the Company's technology infrastructure, cybersecurity and financial recordkeeping and reporting systems.

Income Taxes

The provision for income taxes was $199 million in the first quarter of 2026, compared with $212 million in the fourth quarter of 2025 and $177 million in the first quarter of 2025. The Company's effective tax rates were 23.0%, 21.8% and 23.2% for the quarters ended March 31, 2026, December 31, 2025 and March 31, 2025, respectively. The lower effective income tax rate in 2025's final quarter reflects a discrete income tax benefit of $8 million claimed on prior year tax returns. The Company's effective tax rate is affected by the level of income earned that is exempt from tax relative to the overall level of pre-tax income, the amount of income allocated to the various state and local jurisdictions where the Company operates, because tax rates differ among such jurisdictions, and the impact of any large discrete or infrequently occurring items. The Company’s effective tax rate in future periods may also be affected by any change in income tax laws or regulations and interpretations of income tax regulations that differ from the Company’s interpretations by any of the various tax authorities that may examine tax returns filed by M&T or any of its subsidiaries.

Liquidity Risk

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

The most significant source of funding for the Company is core deposits, which are generated from a large base of consumer, corporate and institutional customers. That customer base has become more geographically diverse as a result of expansion of the Company’s businesses over time. Nevertheless, the Company faces competition in offering products and services from a large array of financial market participants, including banks, thrifts, mutual funds, securities dealers and others. Core deposits totaled $151.9 billion at March 31, 2026, down from $153.3 billion at December 31, 2025. The lower level of core deposits at March 31, 2026 reflects a decrease in savings and interest-checking deposits and noninterest-bearing deposits.

The Company supplements funding provided through core deposits with various short-term and long-term wholesale borrowings, including overnight federal funds purchases, repurchase agreements, advances from the FHLBs, brokered deposits and longer-term borrowings. M&T Bank has access to additional funding sources through secured borrowings from the FHLB of New York and the FRB of New York. M&T Bank is also a counterparty to the FRB of New York standing repurchase agreement facility, which allows it to enter into overnight repurchase transactions

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using eligible investment securities. At March 31, 2026 and December 31, 2025, long-term borrowings aggregated $11.2 billion and $10.9 billion, respectively, and short-term borrowings aggregated $7.9 billion and $2.1 billion, respectively. The higher balance of short-term borrowings at March 31, 2026 reflects the Company's wholesale funding strategy and liquidity considerations. Information about the Company's borrowings is included in note 4 of Notes to Financial Statements.

The Company's wholesale funding sources include the placement of brokered deposits. Such deposits, comprised primarily of brokered savings and interest-checking deposit accounts, totaled 6% of the Company's total deposit base at March 31, 2026, compared with 7% at December 31, 2025. The Company actively adjusts its wholesale funding sources in consideration of the competitive landscape for customer deposits and maintenance of its liquidity profile.

Total uninsured deposits were estimated to be $76.7 billion at March 31, 2026 and $78.9 billion at December 31, 2025. Approximately $9.4 billion and $9.0 billion of those uninsured deposits were collateralized by the Company at March 31, 2026 and December 31, 2025, respectively. The Company maintains available liquidity sources, which at March 31, 2026 represented approximately 122% of uninsured deposits that are not collateralized by the Company.

In addition to deposits and borrowings, other sources of liquidity include maturities and repayments of investment securities, loans and other earning assets, as well as cash generated from operations, such as fees collected for services. The Company also has the ability to securitize or sell certain financial assets, including various loan types, to provide other liquidity alternatives. U.S. Treasury and government-issued or guaranteed mortgage-backed securities comprised 94% of the Company's debt securities portfolio at March 31, 2026. The weighted-average durations of debt investment securities available for sale and held to maturity at March 31, 2026 were 3.1 years and 5.2 years, respectively.

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

The Company enters into contractual obligations in the normal course of business that require future cash payments. Such obligations include, among others, payments related to deposits, borrowings, leases and other contractual commitments. Off-balance sheet commitments to customers may impact liquidity, including commitments to extend credit, standby letters of credit, commercial letters of credit, financial guarantees and indemnification contracts and commitments to sell real estate loans. Because many of these commitments or contracts expire without being funded in whole or in part, the contract amounts are not necessarily indicative of future cash flows. Further discussion of these commitments is provided in note 13 of Notes to Financial Statements.

M&T’s primary source of funds to pay for operating expenses, shareholder dividends and treasury stock repurchases has historically been the receipt of dividends from its bank subsidiaries, which are subject to various regulatory limitations. Dividends from any bank subsidiary to M&T are limited by the amount of earnings of the subsidiary in the current year and the two preceding years. For purposes of that test, at March 31, 2026 approximately $1.51 billion was available for payment of dividends to M&T from bank subsidiaries. M&T may also obtain funding through long-term borrowings and the repayment of advances to subsidiaries. Further information about the long-term outstanding borrowings of M&T is provided in note 4 of Notes to Financial Statements. As a bank holding company, M&T is obligated to serve as a managerial and financial source of strength to its bank subsidiaries as described in Part I, Item 1, "Business" of M&T's 2025 Annual Report and may provide advances to those subsidiaries. As its ability to access the capital markets may be affected by market disruptions, M&T maintains sufficient resources at its parent company to satisfy projected cash outflows for an extended period without reliance on dividends from subsidiaries or external financing. As of March 31, 2026, M&T's parent company liquidity, inclusive of the projected repayment of notes receivable from bank subsidiaries, covered projected cash outflows for 32 months, including dividends on common and preferred stock, debt service and scheduled debt maturities.

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The Company's Executive ALCO Committee closely monitors the Company’s liquidity position on an ongoing basis for compliance with internal policies and regulatory expectations. As a Category IV institution, the Company adheres to enhanced liquidity standards which require the performance of internal liquidity stress testing. The stress testing is designed to ensure the Company has sufficient liquidity to withstand both institution-specific and market-wide stress scenarios. For each scenario, the Company applies liquidity stress which may include deposit run-off, increased draws on unfunded loan commitments, increased collateral need for margin calls, increased haircuts on investment security-based funding and reductions in unsecured and secured borrowing capacity. Stress scenarios are measured over various time frames ranging from overnight to twelve months. As required by regulation, the Company maintains a liquidity buffer comprised of cash and highly liquid unencumbered securities to cover a 30-day stress horizon. Liquidity stress events occurring over longer time horizons can be mitigated by the availability of secured funding sources at the FHLB of New York and FRB of New York. As described in Part I, Item 1, "Liquidity" of M&T's 2025 Annual Report, the Federal Reserve and other federal banking regulators established the LCR as a uniform measure to ensure banking organizations hold sufficient amounts of cash and unencumbered high-quality liquid assets to cover net cash outflows over a 30-day liquidity stress period. As a Category IV institution with less than a $50 billion balance of weighted short-term wholesale funding, M&T is not subject to the LCR. M&T, however, estimates that its LCR on March 31, 2026 was 107%, exceeding the regulatory minimum standards that would be applicable if it were a Category III institution subject to the Category III reduced LCR requirements.

The table that follows is a summary of the Company's available sources of liquidity as of March 31, 2026 and December 31, 2025.

AVAILABLE LIQUIDITY SOURCES

(Dollars in millions)March 31, 2026December 31, 2025
Deposits at the FRB of New York$14,357$16,966
Unused secured borrowing facilities:
FRB of New York26,48125,443
FHLB of New York12,85718,302
Unencumbered investment securities (after estimated haircuts)28,32227,241
Total$82,017$87,952

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

Market Risk and Interest Rate Sensitivity

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

The Company’s Executive ALCO Committee monitors the sensitivity of the Company’s net interest income to changes in interest rates with the aid of a computer model that forecasts net interest income under different interest rate scenarios. In modeling changing interest rates, the Company considers different yield curve shapes that

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

Management has taken actions to mitigate exposure to interest rate risk through the use of on- and off-balance sheet financial instruments and intends to do so in the future. Possible actions include, but are not limited to, changes in the pricing of loan and deposit products, modifying the composition of earning assets and interest-bearing liabilities, and adding to, modifying or terminating existing interest rate swap agreements or other financial instruments used for interest rate risk management purposes. At March 31, 2026, the aggregate notional amount of interest rate swap agreements entered into for interest rate risk management purposes that were currently in effect was $21.1 billion. In addition, the Company has entered into $10.5 billion of forward-starting interest rate swap agreements designated for hedging purposes. Information about interest rate swap agreements entered into for interest rate risk management purposes is included herein under the heading “Taxable-equivalent Net Interest Income” and in note 10 of Notes to Financial Statements.

The accompanying table as of March 31, 2026 and December 31, 2025 displays the estimated impact on net interest income in the base scenarios described above resulting from changes in market interest rates. The scenarios presented in the table below assume a gradual and parallel change in interest rates across repricing categories during the first modeling year.

SENSITIVITY OF NET INTEREST INCOME TO CHANGES IN INTEREST RATES

Calculated Increase (Decrease) in Projected Net Interest Income
(Dollars in millions)March 31, 2026December 31, 2025
Changes in interest rates
+200 basis points$(64)$(40)
+100 basis points(20)(9)
-100 basis points103
-200 basis points1(20)

The Company utilized many assumptions to calculate the impact that changes in interest rates may have on net interest income. The more significant of those assumptions included the rate of prepayments of mortgage-related assets, cash flows from derivative and other financial instruments, loan and deposit volumes, mix and pricing, and deposit maturities. Variations in amounts presented since December 31, 2025 reflect changes in the composition of the Company's earning assets and interest-bearing liabilities, as well as the level of market-implied forward interest rates and hedging actions taken by the Company. M&T's cumulative upward deposit pricing beta, which is the change in deposit pricing in response to a change in market interest rates, approximated 55% amidst a rising interest rate environment from the first quarter of 2022 through the second quarter of 2024. Reflecting the first cuts of the federal funds target interest rate since March 2020, the FOMC decreased that rate by 100 basis points during the last four months of 2024 and by an additional 75 basis points during the last four months of 2025. M&T's cumulative downward deposit pricing beta beginning in the third quarter of 2024 through the first quarter of 2026 approximated 56%. The assumptions used in interest rate sensitivity modeling are inherently uncertain and, as a result, the Company cannot precisely predict the impact of changes in interest rates on net interest income. Actual results may differ significantly from those presented due to the timing, magnitude and frequency of changes in interest rates and changes in market conditions and interest rate differentials (spreads) between maturity/repricing categories, as well as any actions, such as those previously described, which management may take to counter such changes.

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Management also uses an EVE model to supplement the modeling technique described above and provide a long-term interest rate risk metric. EVE is a point-in-time analysis of the economic sensitivity of existing assets, liabilities and off-balance sheet positions that incorporates all cash flows over their estimated remaining lives. The EVE reflects the present value of cash flows from existing assets, liabilities and off-balance sheet financial instruments, but does not incorporate any assumptions for future originations, renewals or issuances. Management measures the impact of changes in market values due to interest rates under a number of scenarios, including immediate shifts of the yield curve. The percentage impact to the EVE resulting from a 100 basis-point increase and a 100 basis-point decrease in market interest rates was -5.6% and 2.7%, respectively, as of March 31, 2026, and -5.1% and 2.2%, respectively, at December 31, 2025.

In addition to the effect of interest rates, changes in fair value of the Company’s financial instruments can also result from a lack of trading activity for similar instruments in the financial markets. Information about the fair valuation of financial instruments is presented in note 12 of Notes to Financial Statements.

The Company enters into interest rate and foreign exchange contracts to meet the financial needs of customers that it includes in its consolidated financial statements as other non-hedging derivatives within other assets and other liabilities. Financial instruments utilized for such activities consist predominantly of interest rate swap agreements and forward and futures contracts related to foreign currencies. The Company generally mitigates the interest rate and foreign currency risk associated with customer activities by entering into offsetting positions with third parties that are also included in other assets and other liabilities. The fair values of non-hedging derivative positions associated with interest rate contracts and foreign currency and other option and futures contracts are presented in note 10 of Notes to Financial Statements. As with any non-government guaranteed financial instrument, the Company is exposed to credit risk associated with counterparties to its non-hedging derivative activities. Although the notional amounts of these contracts are not recorded in the Consolidated Balance Sheet, the unsettled fair values of such financial instruments are recorded in the Consolidated Balance Sheet. The fair values of such non-hedging derivative assets and liabilities recognized in the Consolidated Balance Sheet were $159 million and $415 million, respectively, at March 31, 2026 and $190 million and $409 million, respectively, at December 31, 2025. The amounts recorded in the Consolidated Balance Sheet associated with the Company's non-hedging derivative activities at March 31, 2026 and December 31, 2025 primarily reflect changes in values associated with interest rate swap agreements entered into with commercial customers and financial institutions that are not subject to periodic variation margin settlement payments.

Trading account assets were $92 million at March 31, 2026 and $97 million at December 31, 2025 and were comprised of mutual funds and other assets related to certain deferred compensation plans and non-qualified supplemental retirement and other benefit plans that were assumed by the Company in various acquisitions. Changes in the fair values of such assets are recorded as Trading account and other non-hedging derivative gains in the Consolidated Statement of Income. Changes in the valuation of the related liabilities, which are included in Accrued interest and other liabilities in the Consolidated Balance Sheet, are recognized in Other costs of operations in the Consolidated Statement of Income.

Given the Company's policies and positions, management believes that the potential loss exposure to the Company resulting from market risk associated with trading account and other non-hedging derivative activities was not material at March 31, 2026, however, as previously noted, the Company is exposed to credit risk associated with counterparties to such activities. Information about the Company’s use of derivative financial instruments is included in note 10 of Notes to Financial Statements.

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Capital

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

SHAREHOLDERS' EQUITY, DIVIDENDS AND SELECT RATIOS

(Dollars in millions, except per share)March 31, 2026December 31, 2025March 31, 2025
Preferred stock$2,434$2,834$2,394
Common shareholders' equity25,53826,34326,597
Total shareholders' equity$27,972$29,177$28,991
Per share:
Common shareholders’ equity$173.82$173.49$163.62
Tangible common shareholders’ equity (a)115.96117.45111.13
Ratios:
Total shareholders' equity to total assets13.03%13.67%13.78%
Common shareholders' equity to total assets11.8912.3412.65
Tangible common shareholders' equity to tangible assets (a)8.268.708.95
Cash dividends declared for quarter ended:
Common stock$223$230$222
Common stock per share1.501.501.35
Preferred stock433936

__________________________________________________________________________________

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

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

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

(Dollars in millions, except per share)March 31, 2026December 31, 2025March 31, 2025
Investment securities unrealized gains (losses), net (a)$6$155$(6)
Cash flow hedges unrealized gains, net (b)7677
Defined benefit plans adjustments, net (c)606196
Other, net(7)(6)(7)
Accumulated other comprehensive income, net$66$277$90
Accumulated other comprehensive income, net, per common share$0.45$1.83$0.56

__________________________________________________________________________________

*(a)*Refer to note 2 of Notes to Financial Statements.

*(b)*Refer to note 10 of Notes to Financial Statements.

*(c)*Refer to note 7 of Notes to Financial Statements.

On March 30, 2026, M&T's Board of Directors authorized a program under which $5.0 billion of common shares may be repurchased. That authorization replaced and terminated the previous authorized share repurchase program effective as of the same date. M&T repurchased 5.5 million shares of its common stock in the recent quarter at a total cost of $1.25 billion. M&T repurchased 2.7 million and 3.4 million shares of its common stock at a total cost of $507 million and $662 million in the fourth and first quarters of 2025, respectively. Discretion as to the amount and timing of authorized share repurchases in a given period has been delegated, through the authorization of the Board of Directors, to management and can be influenced by capital and liquidity requirements, including funding of future loan growth and other balance sheet management activities, as well as market and economic conditions. 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. On October 31, 2025, M&T issued 45,000 shares of Perpetual Fixed Rate Non-Cumulative Preferred Stock, Series K, with a liquidation preference of $10,000 per share.

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As a result of the accounting 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.

M&T and its subsidiary banks are required to comply with applicable Capital Rules which prescribe minimum capital ratios. Capital Rules require buffers in addition to these minimum risk-based capital ratios. M&T is subject to an SCB requirement that is determined through the Federal Reserve’s supervisory stress tests and M&T’s bank subsidiaries are subject to a 2.5% capital conservation buffer requirement. The buffer requirement must be composed entirely of CET1 capital. M&T's SCB at March 31, 2026 was 2.7%. The regulatory capital ratios of the Company and its bank subsidiaries, M&T Bank and Wilmington Trust, N.A., as of March 31, 2026 are presented in the accompanying table.

REGULATORY CAPITAL RATIOS

(Dollars in millions)Regulatory Minimum (a)M&T (Consolidated)M&T BankWilmington Trust, N.A.
CET1 capital4.50%10.33%11.98%273.94%
Tier 1 capital6.0011.8111.98273.94
Total capital8.0013.6113.75274.08
Tier 1 leverage4.009.459.5886.88
RWA$164,258$163,577$246

__________________________________________________________________________________

*(a)*Exclusive of required buffers as applicable.

Capital Rules generally require the deduction of goodwill and core deposit and other intangible assets, net of applicable deferred taxes, from the calculation of capital in the determination of the minimum capital ratios. As a result of previous business acquisitions, the Company recorded goodwill of $8.5 billion and core deposit and other intangible assets of $55 million at March 31, 2026. Goodwill, as required by GAAP, is not amortized, but rather is tested for impairment at least annually at the business reporting unit level. The Company completed its annual goodwill impairment test in the fourth quarter of 2025 and concluded the amount of goodwill was not impaired at the testing date. The Company has not identified events or circumstances that would more likely than not reduce the fair value of a business reporting unit below its carrying amount at March 31, 2026. Should a business reporting unit with assigned goodwill experience declines in revenue, increased credit losses or expenses, or other adverse developments due to economic, regulatory, competition or other factors, that would be material to that reporting unit, an impairment of goodwill could occur in a future period that could be material to the Company's Consolidated Balance Sheet and its Consolidated Statement of Income. Although a goodwill impairment charge would not have a significant impact on the Company's regulatory tangible capital ratios, it would reduce the capacity of its bank subsidiary, M&T Bank, to dividend earnings to M&T. As described herein under the heading "Liquidity Risk," M&T's parent company liquidity at March 31, 2026, inclusive of the projected repayment of notes receivables from bank subsidiaries, covered projected cash outflows for 32 months, including dividends on common and preferred stock, debt service and scheduled debt maturities.

The Company is subject to the comprehensive regulatory framework applicable to bank and financial holding companies and their subsidiaries, which includes examinations by a number of regulators. Regulation of financial institutions such as M&T and its subsidiaries is intended primarily for the protection of depositors, the Deposit Insurance Fund of the FDIC and the banking and financial system as a whole, and generally is not intended for the protection of shareholders, investors or creditors other than insured depositors. Changes in laws, regulations and regulatory policies applicable to the Company’s operations can increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive environment in which the Company operates, all of which could have a material effect on the business, financial condition or results of operations of the Company and on M&T’s ability to pay dividends. For additional information concerning this comprehensive regulatory framework, refer to Part I, Item 1, "Supervision and Regulation of the Company" of M&T's 2025 Annual Report.

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As described in Part I, Item 1, "Capital Requirements" of M&T's 2025 Annual Report, in July 2023 the federal banking agencies issued a notice of proposed rulemaking to modify the regulatory capital requirements applicable to large banking organizations with total assets exceeding $100 billion, like the Company. In March 2026, the federal banking agencies issued a reproposal of those requirements. Under the reproposed requirements, the Company would have the option of calculating its RWA using either a standardized approach or an ERBA. The reproposal would also require the Company to include certain components of accumulated other comprehensive income (loss) in its calculation of capital over a five-year transition period. Management continues to evaluate the impact of the reproposed rules on the regulatory capital requirements of M&T and its subsidiary banks. The Company estimates that its CET1 capital at December 31, 2025 would have increased approximately 90 basis points under the standardized approach and an additional 10 to 20 basis points under the ERBA, excluding the impact of accumulated other comprehensive income (loss). At March 31, 2026, the inclusion of accumulated other comprehensive income (loss) components related to investment securities available for sale and defined benefit plan liability adjustments would have increased the Company's CET1 capital ratio by 4 basis points.

Segment Information

Reportable segments have been determined based upon the Company's organizational structure which is primarily arranged around the delivery of products and services to similar customer types. Financial information about the Company's reportable segments is presented in note 14 of Notes to Financial Statements. The Company's reportable segments are Commercial Bank, Retail Bank and Institutional Services and Wealth Management. All other business activities that are not included in the three reportable segment results have been included in the "All Other" category.

NET INCOME (LOSS) BY REPORTABLE SEGMENT

Three Months EndedChangeThree Months EndedChange
(Dollars in millions)March 31, 2026December 31, 2025Amount%March 31, 2026March 31, 2025Amount%
Net income (loss)
Commercial Bank$250$214$3617%$250$231$198%
Retail Bank344344——344347(3)-1
Institutional Services and Wealth Management11211111112121(9)-8
All Other(42)90(132)—(42)(115)7364
Total net income$664$759$(95)-13%$664$584$8014%

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Commercial Bank

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

COMMERCIAL BANK SEGMENT FINANCIAL SUMMARY

Three Months EndedChangeThree Months EndedChange
(Dollars in millions)March 31, 2026December 31, 2025Amount%March 31, 2026March 31, 2025Amount%
Income statement
Net interest income$535$553$(18)-3%$535$529$61%
Noninterest income193208(15)-71931732011
Total revenue728761(33)-4728702264
Provision for credit losses29105(76)-722936(7)-17
Noninterest expense360366(6)-236035192
Income before taxes3392904917339315247
Income taxes89761316898456
Net income$250$214$3617%$250$231$198%
Average balance sheet
Loans:
Commercial and industrial$55,730$54,525$1,2052%$55,730$53,567$2,1634%
Real estate - commercial21,79522,400(605)-321,79524,555(2,760)-11
Real estate - residential398416(18)-439839621
Consumer2422272418632
Total loans$77,947$77,363$5841%$77,947$78,536$(589)-1%
Deposits:
Noninterest-bearing$10,247$10,310$(63)-1%$10,247$11,304$(1,057)-9%
Interest-bearing39,22338,423800239,22334,1735,05015
Total deposits$49,470$48,733$7372%$49,470$45,477$3,9939%

The Commercial Bank segment’s net income in the first quarter of 2026 increased $36 million from the fourth quarter of 2025.

  • Net interest income decreased $18 million reflecting a 10 basis-point narrowing of the net interest margin on loans and the impact of two less calendar days in the recent quarter. Those factors were partially offset by a 3 basis-point expansion of the net interest margin on deposits and higher average balances of those deposits.

  • Noninterest income decreased $15 million reflecting a decline in commercial mortgage banking revenues from lower gains on commercial mortgage loans originated for sale.

  • The provision for credit losses decreased $76 million reflecting lower net charge offs of commercial and industrial and commercial real estate loans.

  • Average loans rose $584 million driven by higher average balances of commercial and industrial loans reflecting growth in loans to the financial and insurance industry, partially offset by reductions in average construction and permanent commercial real estate loans.

  • Average deposits grew $737 million reflecting higher average savings and interest-checking deposit balances.

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Net income for the Commercial Bank segment increased $19 million in the first three months of 2026 as compared with the similar 2025 period.

  • Net interest income modestly increased $6 million reflecting higher average deposits of $4.0 billion, partially offset by a 6 basis-point narrowing of the net interest margin on loans.

  • Noninterest income increased $20 million reflecting a rise in credit-related fees, higher revenues from interest rate swap agreements with customers and increased service charges on commercial deposit accounts.

  • Average loans decreased $589 million reflecting lower average commercial real estate loans as the Company reduced the level of such loans designated as criticized, partially offset by higher average commercial and industrial loans reflecting growth that spanned most industry types.

  • Average deposits grew $4.0 billion reflecting growth in average savings and interest-checking deposits, partially offset by lower average noninterest-bearing deposits.

Retail Bank

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

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RETAIL BANK SEGMENT FINANCIAL SUMMARY

Three Months EndedChangeThree Months EndedChange
(Dollars in millions)March 31, 2026December 31, 2025Amount%March 31, 2026March 31, 2025Amount%
Income statement
Net interest income$950$988$(38)-4%$950$972$(22)-2%
Noninterest income217230(13)-521720895
Total revenue1,1671,218(51)-41,1671,180(13)-1
Provision for credit losses8287(5)-5827933
Noninterest expense625670(45)-7625636(11)-2
Income before taxes460461(1)—460465(5)-1
Income taxes116117(1)—116118(2)-1
Net income$344$344$——%$344$347$(3)-1%
Average balance sheet
Loans:
Commercial and industrial$6,670$6,463$2073%$6,670$6,416$2544%
Real estate - commercial1,6761,6706—1,6761,6724—
Real estate - residential21,97121,95219—21,97120,5701,4017
Consumer25,44425,640(196)-125,44423,5361,9088
Total loans$55,761$55,725$36—%$55,761$52,194$3,5677%
Deposits:
Noninterest-bearing$24,249$24,530$(281)-1%$24,249$24,220$29—%
Interest-bearing64,65865,882(1,224)-264,65864,720(62)—
Total deposits$88,907$90,412$(1,505)-2%$88,907$88,940$(33)—%

The Retail Bank segment’s net income in the first quarter of 2026 was unchanged from the fourth quarter of 2025.

  • Net interest income decreased $38 million reflecting lower average balances of deposits of $1.5 billion and the impact of two less calendar days in the recent quarter.

  • Noninterest income decreased $13 million reflecting the Company's accounting election to prospectively measure residential mortgage loan servicing right assets at fair value beginning on January 1, 2026.

  • Noninterest expense declined $45 million reflecting the impact of the Company's accounting election described herein on other costs of operations, driven by amortization associated with residential mortgage loan servicing right assets in the fourth quarter of 2025. Also contributing to the decline in noninterest expense was lower advertising and marketing and personnel-related expenses.

  • Average deposits decreased $1.5 billion reflecting a decrease in average savings and interest-checking deposits and noninterest-bearing deposits.

Net income for the Retail Bank segment modestly declined $3 million in the first three months of 2026 as compared with the similar 2025 period.

  • Net interest income declined $22 million reflecting a 15 basis-point and 3 basis-point narrowing of the net interest margin on deposits and loans, respectively, partially offset by higher average loan balances of $3.6 billion.

  • Noninterest income increased $9 million reflecting higher sub-servicing revenues due to an arrangement effective February 2025 whereby the Company began sub-servicing $51.7 billion of additional residential mortgage loans with contractual servicing rights held by Bayview Financial, partially offset by the Company's accounting election described herein.

  • Noninterest expense decreased $11 million reflecting the impact of the Company's accounting election described herein on other costs of operations, driven by amortization associated with residential mortgage loan servicing right assets in the first quarter of 2025, partially offset by higher centrally-allocated costs associated with technology, operations, risk management, finance, human resources and other support services provided to the Retail Bank segment.

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  • Average loans rose $3.6 billion reflecting an increase in average consumer loans that resulted from growth in average recreational finance, home equity loans and lines of credit and automobile loans. Also contributing to that increase was higher average residential real estate loans reflecting the retention of originated residential mortgage loans and purchases.

Institutional Services & Wealth Management

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

INSTITUTIONAL SERVICES & WEALTH MANAGEMENT SEGMENT FINANCIAL SUMMARY

Three Months EndedChangeThree Months EndedChange
(Dollars in millions)March 31, 2026December 31, 2025Amount%March 31, 2026March 31, 2025Amount%
Income statement
Net interest income$156$155$11%$156$171$(15)-9%
Noninterest income221229(8)-4221209125
Total revenue377384(7)-2377380(3)-1
Provision for credit losses—————3(3)—
Noninterest expense226234(8)-4226215115
Income before taxes15115011151162(11)-7
Income taxes3939——3941(2)-6
Net income$112$111$11%$112$121$(9)-8%
Average balance sheet
Loans:
Commercial and industrial$1,217$1,047$17016%$1,217$889$32837%
Real estate - commercial2532(7)-212531(6)-19
Real estate - residential2,4482,3975122,4482,21023811
Consumer838815233838799395
Total loans$4,528$4,291$2376%$4,528$3,929$59915%
Deposits:
Noninterest-bearing$9,518$8,702$8169%$9,518$9,370$1482%
Interest-bearing10,1569,572584610,1569,19795910
Total deposits$19,674$18,274$1,4008%$19,674$18,567$1,1076%

The Institutional Services and Wealth Management segment’s net income increased nominally in the first quarter of 2026 as compared with the fourth quarter of 2025.

  • Net interest income in the recent quarter reflected higher average deposits of $1.4 billion, partially offset by a lower net interest margin on those deposits of 13 basis points.

  • Noninterest income decreased $8 million reflecting lower intersegment revenues.

  • Noninterest expense decreased $8 million reflecting a decline in professional and other services expense, partially offset by a rise in centrally-allocated costs associated with associated with technology, operations, risk management, finance, human resources and other support services provided to the Institutional Services and Wealth Management segment.

  • Average deposits increased $1.4 billion reflecting higher average noninterest-bearing deposits and savings and interest-checking deposits.

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Net income for the Institutional Services and Wealth Management segment decreased $9 million for the three months ended March 31, 2026 as compared with the similar 2025 period.

  • Net interest income decreased $15 million reflecting a 55 basis-point narrowing of the net interest margin on deposits, partially offset by higher average balances of those deposits of $1.1 billion.

  • Noninterest income increased $12 million reflecting an increase in trust income and brokerage services income.

  • Noninterest expense rose $11 million reflecting a rise in professional and other services expenses driven by higher legal and review costs.

  • Average deposits increased $1.1 billion reflecting higher average savings and interest-checking and noninterest-bearing deposits.

All Other

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

ALL OTHER CATEGORY FINANCIAL SUMMARY

Three Months EndedChangeThree Months EndedChange
(Dollars in millions)March 31, 2026December 31, 2025Amount%March 31, 2026March 31, 2025Amount%
Income statement
Net interest income$111$83$2834%$111$23$88—%
Noninterest income58292997582137171
Total revenue169112575116944125280
Provision for credit losses29(67)96—291217130
Noninterest expense227109118109227213146
Income (loss) before taxes(87)70(157)—(87)(181)9452
Income taxes(45)(20)(25)-130(45)(66)2131
Net income (loss)$(42)$90$(132)—%$(42)$(115)$7364%

The “All Other” category recorded a net loss of $42 million in the first quarter of 2026 as compared with a net gain of $90 million in the fourth quarter of 2025.

  • Net interest income increased $28 million due to the favorable impact from each of the Company’s allocation methodologies for internal transfers related to funding charges and credits associated with earning assets and interest-bearing liabilities of the Company’s reportable segments and interest rate swap agreements entered into for interest rate risk purposes.

  • Noninterest income rose $29 million reflecting a $33 million distribution from M&T's investment in BLG in the recent quarter.

  • The provision for credit losses increased $96 million reflecting the net impact of the allocation of the provision to the reportable segments.

  • Noninterest expense increased $118 million reflecting higher personnel-related costs of $123 million that included the impact of annual merit increases and seasonally higher stock-based compensation, payroll-related taxes and other employee benefits expense.

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The net loss recorded for the "All Other" category was $42 million for the first three months of 2026 as compared with a net loss of $115 million in the similar 2025 period.

  • Net interest income increased $88 million reflecting the comparatively favorable impact from each of interest rate swap agreements entered into for interest rate risk purposes and the Company’s allocation methodologies for internal transfers related to funding charges and credits associated with earning assets and interest-bearing liabilities of the Company’s reportable segments.

  • Noninterest income increased $37 million reflecting a $33 million distribution from M&T's investment in BLG in the recent quarter.

  • The provision for credit losses increased $17 million reflecting the net impact of the allocation of the provision to the reportable segments.

  • Noninterest expense increased $14 million reflecting a rise in personnel-related costs.

Critical Accounting Estimates and Recent Accounting Developments

A discussion of the Company's critical accounting estimates and significant accounting policies can be found in M&T's 2025 Annual Report. A summary of recent accounting developments is included in note 1 of Notes to Financial Statements, including the Company's election on January 1, 2026 to prospectively measure its residential mortgage loan servicing right assets at fair value, which the Company considers to be a critical accounting estimate. As residential mortgage loan servicing rights generally do not trade in an active market, the Company utilizes a model to estimate fair value which considers the present value of expected future cash flows associated with servicing rights using assumptions that market participants would consider in estimating future servicing income and expenses. Such assumptions include prepayment speeds, servicing costs, loan default rates and an appropriate discount rate representing an OAS over market implied forward SOFR. Significant assumptions and the resulting fair values are subject to independent review and challenge by the Company's Treasury Product Control Department through comparisons to available data including recent market activity, independent third-party valuations and industry trade information and surveys. The results of such independent review and challenge are reported to the Company's Executive ALCO Committee. Further information on the fair value of residential mortgage loan servicing right assets and the sensitivity of such value to changes in assumptions is included in note 12 of Notes to Financial Statements.

Forward-Looking Statements

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

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

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

While there can be no assurance that any list of risks and uncertainties is complete, important factors that could cause actual outcomes and results to differ materially from those contemplated by forward-looking statements include the following, without limitation as well as risks more fully discussed in Part I, Item 1A "Risk Factors" in the Company's 2025 Annual Report: economic conditions and growth rates, including inflation and market volatility; events,

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developments, and current conditions in the financial services industry, including trust, brokerage and investment management businesses; changes in interest rates, spreads on earning assets and interest-bearing liabilities, and interest rate sensitivity; prepayment speeds, loan originations, loan concentrations by type and industry, credit losses and market values on loans, collateral securing loans, and other assets; sources of liquidity; levels of client deposits; ability to contain costs and expenses; changes in the Company's credit ratings; domestic or international political developments and other geopolitical events, including trade and tariff policies and international conflicts and hostilities; changes and trends in the securities markets; common shares outstanding and common stock price volatility; fair value of and number of stock-based compensation awards to be issued in future periods; the impact of changes in market values on trust-, brokerage-, and investment management-related revenues; federal, state or local legislation and/or regulations affecting the financial services industry, or M&T and its subsidiaries individually or collectively, including tax policy; regulatory supervision and oversight, including monetary policy and capital requirements; governmental and public policy changes; political conditions, either nationally or in the states in which M&T and its subsidiaries do business; the initiation and outcome of potential, pending and future litigation, investigations and governmental proceedings, including tax-related examinations and other matters; operational risk events, including loss resulting from fraud by employees or persons outside M&T and breaches in data and cybersecurity; changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board, regulatory agencies or legislation; increasing price, product and service competition by competitors, including new entrants; technological developments and changes; the ability to continue to introduce competitive new products and services on a timely, cost-effective basis; the mix of products and services; protection and validity of intellectual property rights; reliance on large customers; technological, implementation and cost/financial risks in large, multi-year contracts; continued availability of financing; financial resources in the amounts, at the times and on the terms required to support M&T and its subsidiaries' future businesses; and material differences in the actual financial results of merger, acquisition, divestment and investment activities compared with M&T's initial expectations, including the full realization of anticipated cost savings and revenue enhancements.

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

The Company provides further detail regarding these risks and uncertainties in its 2025 Annual Report, including in the Risk Factors section of such report, as well as in other SEC filings. Forward-looking statements speak only as of the date they are made, and the Company assumes no duty and does not undertake to update forward-looking statements.

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M&T Bank Corporation and Subsidiaries

Table 1

QUARTERLY TRENDS

20262025 Quarters
First QuarterFourthThirdSecondFirst
(Dollars in millions, except per share)
Earnings and dividends
Interest income (taxable-equivalent basis)$2,547$2,648$2,692$2,618$2,572
Interest expense784858919896865
Net interest income1,7631,7901,7731,7221,707
Less: Provision for credit losses140125125125130
Other income689696752683611
Less: Other expense1,4381,3791,3631,3361,415
Income before income taxes8749821,037944773
Applicable income taxes199212233219177
Taxable-equivalent adjustment111112912
Net income$664$759$792$716$584
Net income available to common shareholders — diluted$620$718$754$679$547
Per common share data:
Basic earnings4.164.714.854.263.33
Diluted earnings4.134.674.824.243.32
Cash dividends1.501.501.501.351.35
Average common shares outstanding:
Basic149,225152,666155,558159,221164,209
Diluted150,109153,712156,553160,005165,047
Performance ratios
Annualized return on:
Average assets1.26%1.41%1.49%1.37%1.14%
Average common shareholders’ equity9.6710.8711.4510.398.36
Net interest margin on average earning assets (taxable-equivalent basis)3.713.693.683.623.66
Nonaccrual loans to total loans.89.901.101.161.14
Net operating (tangible) results (a)
Net operating income$671$767$798$724$594
Diluted net operating income per common share4.184.724.874.283.38
Annualized return on:
Average tangible assets1.33%1.49%1.56%1.44%1.21%
Average tangible common shareholders’ equity14.5116.2417.1315.5412.53
Efficiency ratio (b)58.355.153.655.260.5
Balance sheet data
Average balances:
Total assets (c)$213,828$212,891$211,053$210,261$208,321
Total tangible assets (c)205,323204,379202,533201,733199,791
Earning assets192,594192,366190,920190,535189,116
Investment securities37,84536,70536,55935,33534,480
Loans138,423137,600136,527135,407134,844
Deposits164,268165,057162,706163,406161,220
Borrowings16,75914,61915,63314,26314,154
Common shareholders’ equity (c)26,07226,27926,18926,27226,604
Tangible common shareholders’ equity (c)17,56717,76717,66917,74418,074
At end of quarter:
Total assets (c)214,736213,510211,277211,584210,321
Total tangible assets (c)206,234205,001202,761203,060201,789
Earning assets193,072192,516190,684191,074190,463
Investment securities38,62136,64936,86435,56835,137
Loans139,914138,702136,974136,116134,574
Deposits163,741166,909163,426164,453165,409
Borrowings19,02613,06014,98714,45112,069
Common shareholders’ equity (c)25,53826,34326,33426,13126,597
Tangible common shareholders’ equity (c)17,03617,83417,81817,60718,065
Equity per common share173.82173.49170.43166.94163.62
Tangible equity per common share115.96117.45115.31112.48111.13

__________________________________________________________________________________

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

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

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

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M&T Bank Corporation and Subsidiaries

Table 2

RECONCILIATION OF QUARTERLY GAAP TO NON-GAAP MEASURES

20262025 Quarters
(Dollars in millions, except per share)First QuarterFourthThirdSecondFirst
Income statement data
Net income
Net income$664$759$792$716$584
Amortization of core deposit and other intangible assets (a)786810
Net operating income$671$767$798$724$594
Earnings per common share
Diluted earnings per common share$4.13$4.67$4.82$4.24$3.32
Amortization of core deposit and other intangible assets (a).05.05.05.04.06
Diluted net operating earnings per common share$4.18$4.72$4.87$4.28$3.38
Other expense
Other expense$1,438$1,379$1,363$1,336$1,415
Amortization of core deposit and other intangible assets(9)(10)(10)(9)(13)
Noninterest operating expense$1,429$1,369$1,353$1,327$1,402
Efficiency ratio
Noninterest operating expense (numerator)$1,429$1,369$1,353$1,327$1,402
Taxable-equivalent net interest income$1,763$1,790$1,773$1,722$1,707
Other income689696752683611
Less: Gain (loss) on bank investment securities411——
Denominator$2,448$2,485$2,524$2,405$2,318
Efficiency ratio58.3%55.1%53.6%55.2%60.5%
Balance sheet data
Average assets
Average assets$213,828$212,891$211,053$210,261$208,321
Goodwill(8,465)(8,465)(8,465)(8,465)(8,465)
Core deposit and other intangible assets(59)(69)(79)(89)(92)
Deferred taxes1922242627
Average tangible assets$205,323$204,379$202,533$201,733$199,791
Average common equity
Average total equity$28,648$28,970$28,583$28,666$28,998
Preferred stock(2,576)(2,691)(2,394)(2,394)(2,394)
Average common equity26,07226,27926,18926,27226,604
Goodwill(8,465)(8,465)(8,465)(8,465)(8,465)
Core deposit and other intangible assets(59)(69)(79)(89)(92)
Deferred taxes1922242627
Average tangible common equity$17,567$17,767$17,669$17,744$18,074
At end of quarter
Total assets
Total assets$214,736$213,510$211,277$211,584$210,321
Goodwill(8,465)(8,465)(8,465)(8,465)(8,465)
Core deposit and other intangible assets(55)(64)(74)(84)(93)
Deferred taxes1820232526
Total tangible assets$206,234$205,001$202,761$203,060$201,789
Total common equity
Total equity$27,972$29,177$28,728$28,525$28,991
Preferred stock(2,434)(2,834)(2,394)(2,394)(2,394)
Common equity25,53826,34326,33426,13126,597
Goodwill(8,465)(8,465)(8,465)(8,465)(8,465)
Core deposit and other intangible assets(55)(64)(74)(84)(93)
Deferred taxes1820232526
Total tangible common equity$17,036$17,834$17,818$17,607$18,065

__________________________________________________________________________________

*(a)*After any related tax effect.

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