M&T BANK CORP

M&T Bank Corporation is a financial holding company and bank holding company headquartered in Buffalo, New York, with consolidated total assets of $213.5 billion ¹ at December 31, 2025. The Company operates through two wholly-owned bank subsidiaries: M&T Bank, a New York-chartered commercial bank with total consolidated assets of $212.9 billion ² and 942 ³ domestic banking offices primarily located in the Northeastern and Mid-Atlantic regions of the U.S., including the District of Columbia, and a full-service commercial banking office in Ontario, Canada; and Wilmington Trust, N.A., a national bank with total consolidated assets of $773 million ⁴ that offers various institutional client and wealth management services. The Company engages in limited international activities, with assets and revenues associated with international activities representing less than 1% ⁵ of the Company's consolidated assets and revenues. The only activities that contributed 10% or more of the sum of consolidated interest income and other income in any of the last three years were interest income on loans in each of 2025, 2024 and 2023, interest income on investment securities in 2025 and interest income on deposits at banks in each of 2024 and 2023.

The Company faces extensive and intensive competition in the products and services it offers, competing with other banking institutions, thrifts, credit unions, personal loan companies, sales finance companies, leasing companies, securities brokerage firms, mutual fund companies, hedge funds, private credit funds, wealth and investment advisory firms, insurance companies, other financial services-related entities, and financial technology companies. The Company competes on the basis of several factors, including capital, access to capital, revenue generation, products, services, transaction execution, innovation, reputation, and price. M&T Bank's most recent Community Reinvestment Act rating was "Outstanding" from the Federal Reserve, and its most recent New York State CRA rating was also "Outstanding" from the NYSDFS.

M&T generates revenue primarily through net interest income on loans and investment securities, as well as noninterest income from sources such as service charges on deposit accounts, trust income, mortgage banking revenues, and other revenues from operations. The Company's lending is generally focused on consumers residing in areas where M&T Bank maintains banking offices, and on small and medium-size businesses based in those areas, although loans are originated through offices in other states and in Ontario, Canada. The Company's core banking business is largely concentrated within its retail banking office network footprint, located principally in the Northeast and Mid-Atlantic regions. The Company's bank subsidiaries offer a wide range of retail and commercial banking, wealth management, trust and institutional services to their customers. M&T Bank provides banking products and services through a domestic banking office and ATM network located throughout New York, Maryland, New Jersey, Pennsylvania, Delaware, Connecticut, Massachusetts, Maine, Vermont, New Hampshire, Virginia, West Virginia and the District of Columbia.

The Company's lending activities are diversified across commercial and industrial, commercial real estate, residential real estate, and consumer loan categories. Commercial and industrial loans, including leases, represented 46% ⁶ of total loans at December 31, 2025, totaling $63.548 billion ⁷. Owner-occupied loans secured by real estate included in commercial and industrial loans at December 31, 2025 totaled $11.2 billion ⁸. Commercial leases included in total commercial and industrial loans at December 31, 2025 aggregated $2.7 billion ⁹. Commercial real estate loans totaled $23.819 billion ¹⁰ at December 31, 2025, with adjustable-rate commercial real estate loans representing approximately 83% ¹¹ of the commercial real estate loan portfolio at the 2025 year end. Commercial real estate construction and development loans totaled $3.6 billion ¹² at December 31, 2025, or 3% ¹³ of total loans. Residential real estate loans totaled $24.874 billion ¹⁴ at December 31, 2025. Consumer loans totaled $26.461 billion ¹⁵ at December 31, 2025, comprising home equity lines and loans of $4.807 billion ¹⁶, recreational finance of $14.092 billion ¹⁷, automobile loans of $5.167 billion ¹⁸, other secured loans of $810 million ¹⁹, and other unsecured loans of $1.585 billion ²⁰. The Company's investment securities portfolio averaged $35.8 billion ²¹ in 2025, up $5.0 billion ²² from 2024, and is largely comprised of government-issued or guaranteed residential and commercial mortgage-backed securities and U.S. Treasury securities, but also includes municipal and other securities. The weighted-average current yield for total investment securities available for sale increased to 4.64% ²³ at December 31, 2025 compared with 4.30% ²⁴ at December 31, 2024, while the weighted-average duration of that portfolio decreased to 2.4 years ²⁵ from 2.6 years ²⁶ at each of those respective dates.

The Company's noninterest income sources include service charges on deposit accounts, trust income, brokerage services income, credit card and merchant discount income, and other revenues from operations. In 2025, total other income was $2.742 billion ²⁷, compared to $2.427 billion ²⁸ in 2024, reflecting higher mortgage banking revenues, service charges on deposit accounts, trust income and other revenues from operations. The Company's other expense totaled $5.493 billion ²⁹ in 2025, compared to $5.359 billion ³⁰ in 2024, reflecting higher salaries and employee benefits expense and outside data processing and software costs, partially offset by lower FDIC special assessments that included a $37 million ³¹ reduction of expense in 2025 as compared with $34 million ³² of expense in 2024.

On October 31, 2025, M&T issued 45,000 ³³ shares of Perpetual Fixed Rate Non-Cumulative Preferred Stock, Series K, with a liquidation preference of $10,000 ³⁴ per share. Under approved capital plans and programs authorized by the Board of Directors, M&T repurchased 14.3 million ³⁵ shares of its common stock in 2025 at a total cost of $2.66 billion ³⁶. In 2024, M&T repurchased 2.1 million ³⁷ shares of its common stock at a total cost of $400 million ³⁸. On January 22, 2025, M&T's Board of Directors authorized a program under which $4.0 billion ³⁹ of common shares may be repurchased. In June 2025, the Company sold $661 million ⁴⁰ of out-of-footprint residential builder and developer loans and recognized a gain on sale of $15 million ⁴¹. The Company's total share of the FDIC's special assessment is estimated at $194 million ⁴², of which $98 million ⁴³ and $74 million ⁴⁴ was paid in 2025 and 2024, respectively. The amount of FDIC special assessment remaining to be paid at December 31, 2025 was $22 million ⁴⁵.

Net income for 2025 was $2.851 billion ⁴⁶, an increase of $263 million ⁴⁷ from $2.588 billion ⁴⁸ in 2024. Diluted earnings per common share were $17.00 ⁴⁹ in 2025, compared to $14.64 ⁵⁰ in 2024. Net interest income on a taxable-equivalent basis was $6.992 billion ⁵¹ in 2025, an increase of $90 million ⁵² from $6.902 billion ⁵³ in 2024, reflecting a 9 basis-point ⁵⁴ widening of the net interest margin. The provision for credit losses declined $105 million ⁵⁵ to $505 million ⁵⁶ in 2025, mainly reflecting improved levels of criticized loans. The Company's effective tax rates were 22.8% ⁵⁷ in 2025 and 21.8% ⁵⁸ in 2024, reflective of $8 million ⁵⁹ and $31 million ⁶⁰ of discrete tax benefits in each of those respective years. Return on average assets was 1.35% ⁶¹ in 2025, compared to 1.23% ⁶² in 2024. Return on average common shareholders' equity was 10.27% ⁶³ in 2025, compared to 9.54% ⁶⁴ in 2024.

The Company's growth strategy includes organic expansion of its lending portfolio, particularly in commercial and industrial loans and consumer loans. Average commercial and industrial loans grew $2.6 billion ⁶⁵ from 2024, reflecting higher average balances of loans to financial and insurance companies and motor vehicle and recreational finance dealers. Average consumer loans increased $3.1 billion ⁶⁶ reflecting recreational finance and automobile average loan growth of $2.2 billion ⁶⁷ and $638 million ⁶⁸, respectively. The Company also retains originated residential mortgage loans and purchases, contributing to average residential real estate loan growth of $945 million ⁶⁹. The Company from time to time considers acquiring banks, thrift institutions, branch offices of banks or thrift institutions, or other businesses within markets currently served by the Company or in other locations that would complement the Company's business or its geographic reach, and intends to continue this practice.

The Company has executed various strategies to lessen its relative concentration of commercial real estate loans and to reduce the amount of criticized loans in this category throughout 2024 and 2025. Average commercial real estate loans declined $5.3 billion ⁷⁰ as the Company executed various strategies to reduce its relative concentration of such loans. Average permanent and construction commercial real estate loans decreased by $3.2 billion ⁷¹ and $2.1 billion ⁷², respectively. The Company's investment securities portfolio averaged $35.8 billion ⁷³ in 2025, up $5.0 billion ⁷⁴ from 2024, reflecting the deployment of liquidity into primarily fixed rate mortgage-backed investment securities designated as available for sale. The weighted-average current yield for total investment securities available for sale increased to 4.64% ⁷⁵ at December 31, 2025 compared with 4.30% ⁷⁶ at December 31, 2024.

The Company's efficiency ratio, a non-GAAP measure, was 56.0% ⁷⁷ in 2025, compared to 56.9% ⁷⁸ in 2024. Noninterest operating expense was $5.451 billion ⁷⁹ in 2025, compared to $5.306 billion ⁸⁰ in 2024. The increase in noninterest expense reflected higher salaries and employee benefits expense and outside data processing and software costs, partially offset by lower FDIC special assessments. The Company's net interest margin widened by 9 basis points ⁸¹ to 3.67% ⁸² in 2025, driven by a decrease of 51 basis points ⁸³ in the cost of interest-bearing liabilities, partially offset by a 22 basis-point ⁸⁴ decline in the yield received on earning assets and a 20 basis-point ⁸⁵ reduction in the contribution of net interest-free funds.

As of December 31, 2025, the Company employed 21,839 ⁸⁶ full-time and 439 ⁸⁷ part-time employees. The employee base was concentrated in the Northeast and Mid-Atlantic U.S., with approximately 47% ⁸⁸ of employees residing in New York, followed by approximately 10% ⁸⁹ in Maryland, 9% ⁹⁰ in Connecticut, 7% ⁹¹ in each of Pennsylvania and Delaware and 12% ⁹² in other states where M&T Bank operates domestic banking offices. Approximately 8% ⁹³ of the Company's employee base resides outside of its retail banking footprint, inclusive of 148 ⁹⁴ international employees predominantly based in the United Kingdom, Ireland, Canada and Germany. The Company's employee base includes 5,473 ⁹⁵ employees that support customers in the retail banking office network. The average tenure of the Company's employees is 9.5 years ⁹⁶ and the average tenure of the Company's executive officers is 16.3 years ⁹⁷. The Company conducts "Annual Engagement Surveys," with average participation rates around 90% ⁹⁸.

Under approved capital plans and programs authorized by the Board of Directors, M&T repurchased 14.3 million ⁹⁹ shares of its common stock in 2025 at a total cost of $2.66 billion ¹⁰⁰. On January 22, 2025, M&T's Board of Directors authorized a program under which $4.0 billion ¹⁰¹ of common shares may be repurchased. On October 31, 2025, M&T issued 45,000 ¹⁰² shares of Perpetual Fixed Rate Non-Cumulative Preferred Stock, Series K, with a liquidation preference of $10,000 ¹⁰³ per share. The Company's total share of the FDIC's special assessment is estimated at $194 million ¹⁰⁴, of which $98 million ¹⁰⁵ and $74 million ¹⁰⁶ was paid in 2025 and 2024, respectively. The amount of FDIC special assessment remaining to be paid at December 31, 2025 was $22 million ¹⁰⁷.

The Company's business and financial performance is impacted significantly by market interest rates and movements in those rates. The FOMC lowered its federal funds target interest rate by a total of 100 basis points ¹⁰⁸ in the last four months of 2024 and by a total of 75 basis points ¹⁰⁹ in the last four months of 2025. The Company's regional concentrations expose it to adverse economic conditions in its primary retail banking office footprint, located principally in the Northeast and Mid-Atlantic regions. The Company is subject to extensive government regulation and supervision, and this regulatory environment can be and has been significantly impacted by financial regulatory reform initiatives. The Company may be subject to more stringent capital and liquidity requirements, including a proposed long-term debt rule that, if adopted, would require the Company to maintain more long-term debt than it does currently, which would likely adversely affect interest expense, net interest income and net interest margin.

The Company faces significant competition from financial technology companies, which using digital, mobile and other technologies, including stablecoins, increasingly offer traditional banking products and services or products that could be viewed as substitutes for traditional banking products and services. The passage of the GENIUS Act in July 2025, which establishes a regulatory framework for "payment stablecoins" and their issuers, could result in increased competition with respect to M&T's bank subsidiaries' deposit products. The Company also faces risks related to the discontinuation of benchmark rates as permissible rate indices in new contracts and the development of alternative benchmark indices to replace discontinued benchmarks, which could adversely impact the Company's business and results of operations.

The Company's business and financial performance is significantly impacted by market interest rates and movements in those rates, with the FOMC lowering the federal funds target interest rate by a total of 100 basis points ¹¹⁰ in the last four months of 2024 and by a total of 75 basis points ¹¹¹ in the last four months of 2025. The Company's regional concentrations expose it to adverse economic conditions in its primary retail banking office footprint, located principally in the Northeast and Mid-Atlantic regions. The Company's credit risk is heightened by the concentration of commercial real estate loans in its loan portfolio, including construction loans, loans secured by office, retail, health services, hospitality and multifamily properties and loans secured by property in the New York City and certain other large metropolitan areas. The Company's total share of the FDIC's special assessment is estimated at $194 million ¹¹², of which $22 million ¹¹³ remained to be paid at December 31, 2025. The Company may be subject to more stringent capital and liquidity requirements, including a proposed long-term debt rule that, if adopted, would require the Company to maintain more long-term debt than it does currently. The Company's ability to return capital to shareholders and to pay dividends on common stock may be adversely affected by market and other factors outside of its control and will depend, in part, on the results of supervisory stress tests administered by the Federal Reserve, with M&T's SCB of 2.7% ¹¹⁴ becoming effective on October 1, 2025.

Management's message to shareholders emphasizes the Company's financial performance in 2025, highlighting an increase in net income to $2.851 billion ¹¹⁵ from $2.588 billion ¹¹⁶ in 2024, and diluted earnings per common share of $17.00 ¹¹⁷ compared to $14.64 ¹¹⁸ in the prior year. The increase in net income reflects loan growth, favorable net repricing of earning assets and interest-bearing liabilities, a decline in the provision for credit losses, and higher noninterest income. Management notes that the Company executed various strategies to lessen its relative concentration of commercial real estate loans and to reduce the amount of criticized loans in this category throughout 2024 and 2025. The Company's strategic priorities include maintaining a strong capital position, as evidenced by the repurchase of 14.3 million ¹¹⁹ shares of common stock for $2.66 billion ¹²⁰ and the issuance of 45,000 ¹²¹ shares of Series K preferred stock, while continuing to focus on organic growth in commercial and industrial and consumer lending portfolios. Management also emphasizes the importance of managing interest rate risk, as the Company has utilized interest rate swap agreements to modify the repricing characteristics of certain portions of its earning assets and interest-bearing liabilities. The Company's SCB of 2.7% ¹²² became effective on October 1, 2025, resulting in a CET1 capital requirement of 7.2% ¹²³.