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M&T Bank

NYSE: MTB · USD

M&T Bank (MTB) Economic Moat Analysis—

Competitive advantages, dated evidence and erosion risks.

Uncertain economic moat

M&T has a substantial deposit franchise and demonstrated earnings resilience, but the passages do not establish durable switching costs or a funding-cost advantage over competing banks. Pricing evidence is mixed: favorable consolidated repricing coexists with realized pricing pressure and narrower deposit margins in one segment. Core deposit growth is partly a reclassification, while wholesale borrowing increased. Sustained organic deposit outflows, rising dependence on expensive funding, or persistent deterioration in risk-adjusted returns would undermine the franchise thesis. The evidence supports an uncertain moat, rather than a demonstrated weak competitive position.

Cost advantage

The domestic banking network supplies core deposits that generally cost less than comparable wholesale funding. This is a current funding benefit, but the passages do not establish a durable cost advantage over competing banks.

Durability
Core deposits funded 78% of average earning assets in 2025 versus 77% in 2024. However, customer switching friction and relative deposit costs are not established, and the 2026 core deposit comparison includes a $4.0 billion reclassification.
Competitors
Comparison not established
Erosion risks
Deposit competition, customer yield sensitivity and technology substitutes could weaken funding economics. First-quarter core deposits declined, subsequent reported growth included reclassification, and June wholesale borrowings exceeded year-end levels.
What would invalidate the thesis
The funding-franchise thesis would weaken if comparable organic core deposits repeatedly declined while wholesale dependence and funding costs increased. Establishing a moat would require sustained favorable relative funding economics and evidence of customer persistence through changing rates.
Evidence (4) · Counterevidence (6)

Changes since the previous analysis

  • Retain the previous uncertain moat verdict; the supplied evidence still does not establish durable switching costs or a bank-relative funding advantage.
  • Add first-quarter deposit contraction, increased wholesale borrowing and segment deposit-margin compression as concrete qualifications to the franchise thesis.
  • Add evidence-based management, pricing and bank financial assessments; compensation disclosures support alignment analysis, while missing capital-ratio tables limit capital adequacy assessment.

Evidence limitations

  • All evidence is issuer disclosure. Reported results and contractual terms support numerical grades, but promotional peer rankings and management descriptions do not independently establish a moat.
  • Competitor passages disclose generic categories without identifying specific competing companies. Business partners, subsidiaries and entities appearing in director biographies are not treated as competitors.
  • Customer retention is assessed indirectly from deposit balances and funding composition; customer-level retention, switching costs and comparable peer funding costs are absent.
  • The passages give a 2025 CET1 ratio and the applicable stress capital buffer, but omit the numerical regulatory capital tables and full applicable minimum requirements. Current regulatory headroom cannot be established.
  • Detailed ownership holdings, comprehensive board independence coverage, current total stock compensation expense and preferred financing coupons are absent.
  • Financial grades use sources filed in 2026, within 550 days of October 18, 2026. Source dates are filing dates; older filings do not establish current capital sufficiency.
  • Proposed proxy plan provisions are not treated as adopted or vested awards. Alignment assessment relies on disclosed existing practices and actual historical performance calculations.

Financial indicators to test against the thesis

Calculated from annual filings. Missing data remains unavailable. Detailed financial charts remain in the other topics.

Financial indicators to test against the thesis
PeriodGross marginOperating marginROICFCF margin
2021———42.8%
2022———53.3%
2023———37.8%
2024————
2025————

Pricing power50

  • Pricing outcomes

    Favorable net repricing helped increase 2025 taxable-equivalent net interest income by $90 million. However, experienced pricing pressure and a 45-basis-point first-half 2026 segment deposit-margin contraction show mixed pricing outcomes; no durable premium is demonstrated.

  • Customer demand

    Indirect deposit evidence is mixed: core deposits remained substantial and grew by June, but first-quarter balances declined and the June comparison included a $4.0 billion reclassification. This does not establish a customer retention rate.

  • Margin resilience

    The consolidated net interest margin widened nine basis points in 2025, while a deposit-intensive segment experienced meaningful compression in 2026. This supports mixed resilience rather than broad pricing insulation.

  • Pricing freedom

    M&T discloses the ability to change loan and deposit pricing as a risk-management action. Competitive deposit rates constrain the practical exercise of that discretion; existing contract repricing limits are not comprehensively supplied.

Management63

  • Capital discipline

    Earnings and tangible equity per share increased, and commercial real estate concentration declined. However, substantial distributions exceeded contemporaneous earnings and borrowing increased, leaving discipline mixed without complete current regulatory headroom.

  • Incentive alignment

    Disclosed compensation includes substantial deferred equity, multi-year return-based vesting, ownership guidelines and forfeiture safeguards. An actual three-year performance calculation supports implementation. Discretionary assessment and missing detailed ownership balances limit the conclusion.

  • Execution

    Reported net income increased in 2025 and first-half 2026, operating efficiency improved, and criticized-loan improvement accompanied reduced commercial real estate concentration. These are demonstrated operating outcomes, although management causality and full-cycle performance cannot be isolated.

  • Governance

    An independent compensation committee, adopted insider trading policies and disclosed ordinary-market terms for insider lending support functioning safeguards. Combined CEO and chairman leadership and incomplete broader board evidence limit a stronger assessment.

Sources and methodology

Current publication · Updated 18/10/2026 · Version 4

AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.

Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 4/6 · 18/10/2026

Moat—

Insufficient evidence for every rubric criterion; no category score is inferred.

structural advantage · — · Core deposits provide a funding benefit relative to wholesale funds, but no durable advantage relative to competing banks is established.

durability · — · The funding franchise is substantial, but the passages do not demonstrate persistent customer friction or favorable relative costs across rate cycles.

customer dependency · — · Deposit balances demonstrate usage, but do not establish that customers depend on M&T or face material costs of replacing it.

erosion resilience · — · Operating resilience is evident, but protection of a structural competitive advantage against pricing pressure and technology substitution remains unestablished.

Pricing power50

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

realized pricing · 2/4 · Favorable net repricing helped increase 2025 taxable-equivalent net interest income by $90 million. However, experienced pricing pressure and a 45-basis-point first-half 2026 segment deposit-margin contraction show mixed pricing outcomes; no durable premium is demonstrated.

retention · 2/4 · Indirect deposit evidence is mixed: core deposits remained substantial and grew by June, but first-quarter balances declined and the June comparison included a $4.0 billion reclassification. This does not establish a customer retention rate.

margin resilience · 2/4 · The consolidated net interest margin widened nine basis points in 2025, while a deposit-intensive segment experienced meaningful compression in 2026. This supports mixed resilience rather than broad pricing insulation.

contractual freedom · 2/4 · M&T discloses the ability to change loan and deposit pricing as a risk-management action. Competitive deposit rates constrain the practical exercise of that discretion; existing contract repricing limits are not comprehensively supplied.

Predictability44

Financial-sector stability over five consecutive reported annual periods: equal weights for nondeclining revenue frequency, revenue-growth volatility (5–40pp), positive consolidated earnings frequency, and net-income/revenue margin volatility (3–20pp). Uses reported accounting scope; not industrial FCF or a growth forecast.

Nondeclining revenue years (%)
75.00
Revenue growth volatility (pp)
46.49
positiveEarningsShare
100.00
netMarginStdDev
69.64

Financial strength—

Insufficient current sector evidence for every criterion; no category score is inferred.

capital adequacy · — · The 2026-filed proxy reports a 10.84% CET1 ratio at December 2025, and the June filing retains a 2.7% stress capital buffer. The supplied passages omit numerical June capital ratios and complete applicable minimum requirements, preventing a supported assessment of current capital adequacy.

liquidity funding · 2/4 · A large core deposit base, substantial cash balances and secured funding access support liquidity. First-quarter core deposit contraction, reclassification within subsequent growth and increased wholesale borrowing temper this assessment; uninsured deposit concentration and quantified unused capacity are missing.

asset liability risk · 2/4 · Reduced commercial real estate concentration and improved criticized loans support credit-risk management. Hedges address repricing exposure, but securities and cash flow hedge losses reappeared in accumulated other comprehensive income. Current loss and delinquency tables and quantified rate sensitivity are absent.

earnings resilience · 3/4 · GAAP net income remained positive at $2.741 billion, $2.588 billion and $2.851 billion in 2023–2025, and first-half 2026 earnings rose to $1.482 billion from $1.300 billion. This demonstrates resilience through the disclosed periods, without proving resilience under a severe future credit shock.

Capital allocation56

Qualitative bank assessment: equal-weight average of four current evidence-backed grades (0–4), scaled to 100. Policy financial-industry-1; not an industrial ratio score or credit rating.

capital efficiency · 3/4 · Net operating return on average tangible common equity was 15.36% in 2025 and an annualized 16.52% in first-half 2026. These are demonstrated returns on an explicitly adjusted tangible denominator, rather than GAAP total equity; the reconciled accounting scope limits comparison.

distributions and buffers · 2/4 · Actual 2025 treasury purchases and common and preferred dividends exceeded annual net income. First-half 2026 distributions and preferred redemption likewise exceeded earnings. Tangible equity per share increased, but complete current capital headroom is missing, making buffer preservation mixed rather than demonstrably strong.

dilution and cost · 2/4 · First-half diluted weighted-average shares fell from 162.511 million to 148.424 million, demonstrating net share reduction despite equity awards. That reduction required substantial repurchases, borrowing increased, and additional preferred stock was issued. Missing current compensation expense and financing coupons constrain assessment of the full cost.

investment discipline · 2/4 · Strategies to reduce commercial real estate concentration produced a measurable decline, supporting disciplined risk allocation. BLG produced cash distributions but also has a zero carrying value reflecting historical losses and distributions. Growing credit commitments and capital expenditure lack sufficient subsequent outcome evidence for a stronger grade.

Management63

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

capital discipline · 2/4 · Earnings and tangible equity per share increased, and commercial real estate concentration declined. However, substantial distributions exceeded contemporaneous earnings and borrowing increased, leaving discipline mixed without complete current regulatory headroom.

incentive alignment · 3/4 · Disclosed compensation includes substantial deferred equity, multi-year return-based vesting, ownership guidelines and forfeiture safeguards. An actual three-year performance calculation supports implementation. Discretionary assessment and missing detailed ownership balances limit the conclusion.

execution · 3/4 · Reported net income increased in 2025 and first-half 2026, operating efficiency improved, and criticized-loan improvement accompanied reduced commercial real estate concentration. These are demonstrated operating outcomes, although management causality and full-cycle performance cannot be isolated.

governance · 2/4 · An independent compensation committee, adopted insider trading policies and disclosed ordinary-market terms for insider lending support functioning safeguards. Combined CEO and chairman leadership and incomplete broader board evidence limit a stronger assessment.

Evidence

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.

Liquidity discussion: domestic banking network and core deposit funding costs · Filed 18/02/2026

Average core deposits represented 78% of average earning assets in 2025, compared with 77% in 2024.

Funding discussion: average core deposits relative to earning assets · Filed 18/02/2026

Core deposits totaled $158.6 billion at June 30, 2026, up from $153.3 billion at December 31, 2025.

Liquidity Risk: June 2026 core deposit balances · Filed 04/08/2026

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.

Liquidity Risk: customer base supporting core deposits · Filed 04/08/2026

The higher level of core deposits at June 30, 2026 reflects an increase in savings and interest- - 70 - checking deposits, inclusive of the redesignation of certain brokered deposit arrangements that totaled $4.0 billion at March 31, 2026 as core deposits consistent with regulatory presentation, and growth of noninterest-bearing deposits.

Liquidity Risk: deposit growth components and brokered deposit redesignation · Filed 04/08/2026

Core deposits totaled $151.9 billion at March 31, 2026, down from $153.3 billion at December 31, 2025.

Liquidity Risk: March 2026 core deposit decline · Filed 05/05/2026

At June 30, 2026 and December 31, 2025, long-term borrowings aggregated $13.6 billion and $10.9 billion, respectively, and short-term borrowings aggregated $4.6 billion and $2.1 billion, respectively.

Liquidity Risk: short-term and long-term borrowings · Filed 04/08/2026

If competitors are slow to reduce rates they pay on deposits, the Company’s funding costs could be adversely impacted, either because the Company could be forced to hold rates higher to avoid losing deposits or the Company loses deposits and must rely on more expensive sources of funding.

Risk factors: competitive constraints on deposit repricing · Filed 18/02/2026

The Company has and may continue to experience pricing pressures as a result of these factors and as some of its competitors seek to increase market share.

Competition risk: experienced and prospective pricing pressure · Filed 18/02/2026

Financial technology providers, who invest substantial resources in developing and designing new technology (in particular digital and mobile technology) are beginning to offer more traditional banking products (either directly or through bank partnerships), or products that may be viewed as substitutes for traditional banking products, and may in the future be able to provide additional services by obtaining a bank-like charter, such as the OCC’s financial technology company charter.

Competition risk: financial technology substitutes · Filed 18/02/2026

•Net interest income on a taxable-equivalent basis increased $90 million reflecting loan growth and favorable net repricing of earning assets and interest-bearing liabilities, including a reduction of the negative impact from interest rate swap agreements, as net interest margin widened by 9 basis points.

Financial overview: 2025 net interest income and repricing outcomes · Filed 18/02/2026

•Net interest income decreased $32 million predominantly due to a 45 basis-point narrowing of the net interest margin on deposits, partially offset by higher average balances of those deposits and an increase in average loans.

Segment results: first-half Institutional Services and Wealth Management deposit margins · Filed 04/08/2026

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.

Market Risk and Interest Rate Sensitivity: available pricing and balance-sheet actions · Filed 04/08/2026

- 7 - M&T Bank Corporation and Subsidiaries Consolidated Statement of Cash Flows (Unaudited) Six Months Ended June 30, (Dollars in millions) 2026 2025 Cash flows from operating activities Net income $ 1,482 $ 1,300 Adjustments to reconcile net income to net cash from operating activities: Provision for credit losses 260 255 Depreciation and amortization of premises and equipment 156 164 Amortization of capitalized servicing rights 18 68 Amortization of core deposit and other intangible assets 16 22 Provision for deferred income taxes 30 (22) Asset write-downs 3 6 Net gain on sales of assets (13) (35) Net change in accrued interest receivable, payable 39 (13) Net change in other accrued income and expense (166) 53 Net change in loans originated for sale 416 (70) Net change in trading account and other non-hedging derivative assets and liabilities 39 (249) Net cash from operating activities 2,280 1,479 Cash flows from investing activities Proceeds from sales: Investment securities available for sale 2,492 — Equity and other securities 740 304 Loans 22 780 Proceeds from maturities: Investment securities available for sale 1,953 2,070 Investment securities held to maturity 611 1,161 Purchases: Investment securities available for sale (6,943) (4,472) Investment securities held to maturity (80) — Equity and other securities (813) (301) Loans (259) (365) Net change in loans (4,942) (1,194) Capital expenditures, net (117) (51) Net change in loan servicing advances (444) (712) Other, net (370) 219 Net cash from investing activities (8,150) (2,561) Cash flows from financing activities Net change in deposits 1,975 3,357 Net change in short-term borrowings 2,465 1,011 Proceeds from long-term borrowings 3,203 2,786 Payments on long-term borrowings (463) (3,165) Redemption of Series G preferred stock (400) — Purchases of treasury stock (1,698) (1,725) Dividends paid — common (445) (438) Dividends paid — preferred (86) (71) Other, net (12) (30) Net cash from financing activities 4,539 1,725 Net change in cash, cash equivalents and restricted cash (1,331) 643 Cash, cash equivalents and restricted cash at beginning of period (a) 18,769 20,782 Cash, cash equivalents and restricted cash at end of period (a) $ 17,438 $ 21,425 Supplemental disclosure of cash flow information Interest received during the period $ 5,277 $ 5,239 Interest paid during the period 1,585 1,744 Income taxes paid during the period 256 150 Supplemental schedule of noncash investing and financing activities Real estate and other foreclosed assets acquired in settlement of loans 8 11 Additions to right-of-use assets under operating leases 135 57 __________________________________________________________________________________ (a)Effective for the year ended December 31, 2025, the Company changed its accounting policy for Cash and cash equivalents to include Interest-bearing deposits at banks.

Consolidated Statement of Cash Flows: first-half earnings, funding, investment and distributions · Filed 04/08/2026

Three Months Ended June 30, Six Months Ended June 30, (Dollars in millions, except per share, shares in thousands) 2026 2025 2026 2025 Net income available to common equity $ 783 $ 681 $ 1,404 $ 1,229 Less: Income attributable to unvested stock-based compensation awards (2) (2) (3) (3) Net income available to common shareholders $ 781 $ 679 $ 1,401 $ 1,226 Adjusted weighted-average shares outstanding: Common shares outstanding and unvested stock-based compensation awards 146,200 159,559 147,835 162,025 Less: Unvested stock-based compensation awards (309) (338) (286) (324) Plus: Incremental shares from assumed conversion of stock-based compensation awards 867 784 875 810 Adjusted weighted-average shares outstanding (a) 146,758 160,005 148,424 162,511 Diluted earnings per common share $ 5.32 $ 4.24 $ 9.44 $ 7.55 __________________________________________________________________________________ (a)Stock-based compensation awards to purchase common stock of M&T representing common shares of 0.1 million in each of the three and six month periods ended June 30, 2026, respectively, and common shares of 0.2 million in each of the three and six month periods ended June 30, 2025, were not included in the computations of diluted earnings per common share because the effect on those periods would have been antidilutive.

Earnings per common share: earnings and weighted-average share counts · Filed 04/08/2026

SUPPLEMENTAL REPORTING OF NON-GAAP RESULTS OF OPERATIONS Three Months Ended Change Six Months Ended Change (Dollars in millions, except per share) June 30, 2026 March 31, 2026 Amount % June 30, 2026 June 30, 2025 Amount % Net operating income $ 823 $ 671 $ 152 23 % $ 1,494 $ 1,318 $ 176 13 % Diluted net operating earnings per share 5.35 4.18 1.17 28 9.52 7.66 1.86 24 Annualized return on: Average tangible assets 1.59 % 1.33 % 1.46 % 1.32 % Average tangible common equity 18.57 14.51 16.52 14.03 Efficiency ratio 52.8 58.3 55.5 57.8 Tangible equity per common share (a) $ 117.41 $ 115.96 1.45 1 $ 117.41 $ 112.48 4.93 4 __________________________________________________________________________________ (a)At the period end.

Supplemental reporting: non-GAAP returns, efficiency and tangible equity · Filed 04/08/2026

Year ended 12/31/2025 Year ended 12/31/2024 Year ended 12/31/2023 Income statement data In millions Net income $ 2,851 $ 2,588 $ 2,741 Amortization of core deposit and other intangible assets(a) 32 42 48 Net operating income 2,883 2,630 2,789 Preferred stock dividends (146 ) (134 ) (100 ) Net operating income available to common equity $ 2,737 $ 2,496 $ 2,689 As of 12/31/2025 As of 12/31/2024 As of 12/31/2023 Balance sheet data In millions Average common equity Average total equity $ 28,804 $ 28,052 $ 25,899 Preferred stock (2,468 ) (2,344 ) (2,011 ) Average common equity 26,336 25,708 23,888 Goodwill, core deposit and other intangible assets (8,547 ) (8,585 ) (8,650 ) Deferred taxes 24 33 44 Average tangible common equity $ 17,813 $ 17,156 $ 15,282 Net operating return on average tangible common equity 15.36 % 14.54 % 17.60 % (a) After any related tax effect The company’s three-year average ROTCE of 15.83% for payout of the 2023 PVSU grant was calculated by taking the average ROTCE for each of the three years in the performance period (2023, 2024 and 2025).

Appendix A: GAAP earnings, equity and non-GAAP return reconciliation · Filed 10/03/2026

The Company's commercial real estate loan concentration approximated 124% of Tier 1 capital plus its allowable allowance for credit losses at December 31, 2025, down from 136% at December 31, 2024.

Credit risk discussion: commercial real estate concentration · Filed 18/02/2026

•The provision for credit losses declined $105 million mainly reflecting improved levels of criticized loans.

Financial overview: provision decline and improved criticized loans · Filed 18/02/2026

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) - NET OF INCOME TAX (Dollars in millions, except per share) June 30, 2026 December 31, 2025 June 30, 2025 Investment securities unrealized gains (losses), net (a) $ (93) $ 155 $ 61 Cash flow hedges unrealized gains (losses), net (b) (51) 67 63 Defined benefit plans adjustments, net (c) 59 61 95 Other, net (7) (6) (4) Accumulated other comprehensive income (loss), net $ (92) $ 277 $ 215 Accumulated other comprehensive income (loss), net, per common share $ (0.64) $ 1.83 $ 1.37 __________________________________________________________________________________ (a)Refer to note 3 of Notes to Financial Statements.

Capital: accumulated other comprehensive income and loss · Filed 04/08/2026

Notional Amount Weighted-Average Maturity (In years) Weighted- Average Rate Fair Value Gain (Loss) (a) (Dollars in millions) Fixed Variable June 30, 2026 Fair value hedges: Fixed rate long-term borrowings (b) $ 6,100 4.3 3.56 % 3.79 % $ (10) Cash flow hedges: Interest payments on variable rate commercial real estate and commercial and industrial loans (b) (c) 26,200 1.1 3.70 3.63 (7) Total $ 32,300 1.7 $ (17) December 31, 2025 Fair value hedges: Fixed rate long-term borrowings (b) (d) $ 6,100 4.8 3.56 % 4.02 % $ (9) Cash flow hedges: Interest payments on variable rate commercial real estate and commercial and industrial loans (b) (e) 24,900 1.3 3.63 3.81 (6) Total $ 31,000 2.0 $ (15) __________________________________________________________________________________ (a)Certain clearinghouse exchanges consider payments by counterparties for variation margin on derivative instruments to be settlements of those positions.

Note 11: interest rate hedges, maturities and fair values · Filed 04/08/2026

M&T Bank has access to additional funding sources through secured borrowings from the FHLB of New York and the FRB of New York.

Liquidity Risk: access to secured funding sources · Filed 04/08/2026

M&T Highlights (as of December 31, 2025) • One of the 15 largest U.S.-based, commercial bank holding companies* • National capabilities from our suite of specialty businesses and Wilmington Trust • More than 22,000 employees • More than 900 domestic banking offices • Contributed over $54 million to nearly 3,800 nonprofit organizations through charitable foundation grants, community sponsorships and tax credit programs in 2025 • $213.5 billion in total assets • $166.9 billion in total deposits • Total shareholders’ equity of $29.2 billion • 10.84% Common Equity Tier 1 (CET1) Capital Ratio • Net Interest Margin in top quartile of peer group**: 3.67% Net Interest Margin for full year 2025 * Based on total assets, excluding certain non-U.S.

Proxy summary: year-end 2025 CET1 ratio and franchise statistics · Filed 10/03/2026

Accordingly, M&T's SCB remains 2.7%.

Capital: applicable stress capital buffer · Filed 04/08/2026

Linking 2025 CEO Pay Elements to Performance • 91% variable pay for the 2025 performance year • 72% of variable pay is equity-based deferred LTI subject to multi-year vesting and forfeiture to align shareholder and executive interests • Stock Options vest ratably over three years on the anniversary of the grant date and provide value only if M&T’s common stock price increases from the date that the options are granted • PHSUs vest ratably over three years and are earned based on achievement of an absolute ROTCE performance hurdle each year • PVSUs are earned only to the extent M&T performance objectives are achieved against absolute and relative average ROTCE and ROTA over a three-year period 54 Table of Contents Daryl Bible - Senior Executive Vice President and Chief Financial Officer Mr.

Compensation discussion: CEO pay mix and performance vesting conditions · Filed 10/03/2026

Year ended 12/31/2025 Year ended 12/31/2024 Year ended 12/31/2023 Income statement data In millions Net income $ 2,851 $ 2,588 $ 2,741 Amortization of core deposit and other intangible assets(a) 32 42 48 Net operating income 2,883 2,630 2,789 Preferred stock dividends (146 ) (134 ) (100 ) Net operating income available to common equity $ 2,737 $ 2,496 $ 2,689 As of 12/31/2025 As of 12/31/2024 As of 12/31/2023 Balance sheet data In millions Average common equity Average total equity $ 28,804 $ 28,052 $ 25,899 Preferred stock (2,468 ) (2,344 ) (2,011 ) Average common equity 26,336 25,708 23,888 Goodwill, core deposit and other intangible assets (8,547 ) (8,585 ) (8,650 ) Deferred taxes 24 33 44 Average tangible common equity $ 17,813 $ 17,156 $ 15,282 Net operating return on average tangible common equity 15.36 % 14.54 % 17.60 % (a) After any related tax effect The company’s three-year average ROTCE of 15.83% for payout of the 2023 PVSU grant was calculated by taking the average ROTCE for each of the three years in the performance period (2023, 2024 and 2025).

Appendix A: actual performance calculation for the 2023 PVSU grant · Filed 10/03/2026

The following illustrates some important features of our executive compensation program: What We Do: What We Don’t Do: ✓ Strong alignment between pay and performance Reprice stock options ✓ Discourage excessive risk-taking through program design Time equity award grants (i.e., instead, we only grant long-term equity incentive awards on pre-determined dates) ✓ Maintain robust Stock Ownership and Retention Guidelines Tax gross-ups (other than in connection with relocation) ✓ Retain an independent compensation consultant to advise and support the C&HC Committee in its duties Pay dividends on unearned performance units ✓ Maintain a compensation forfeiture policy which subjects incentives to risk adjustments Grant excessive severance, pension or other benefits ✓ Review share utilization Enter into employment contracts with our executives ✓ Annual risk assessment of incentive compensation plans Permit hedging or pledging of M&T securities (except in limited circumstances pursuant to prescribed policy) ✓ Routinely engage with shareholders and investors ✓ Use a peer group to provide perspective on competitive pay levels 6 Table of Contents Total Compensation Pay Mix Our executive compensation program provides for a mix of base salary, short-term cash incentives and long-term equity-based incentives that vest over time in alignment with our compensation philosophy and the objectives cited above.

Executive compensation program: existing safeguards and ownership guidelines · Filed 10/03/2026

The Board determined that no member of the C&HC Committee has any material relationship with M&T that might interfere with the exercise of the member’s independent judgment and that each member meets the standards of independence established by the SEC and the NYSE, including for compensation committees.

Corporate governance: compensation committee independence determination · Filed 10/03/2026

All extensions of credit were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to M&T or its subsidiary banks, and did not involve more than the normal risk of collectability or present other unfavorable features.

Related-party transactions: terms and risk of insider extensions of credit · Filed 10/03/2026

The Company has adopted insider trading policies and procedures governing the purchase, sale and other dispositions of the Company's securities by its directors, executive officers and employees, and by the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.

Corporate governance: adopted insider trading policies · Filed 18/02/2026

In determining NEO compensation, the C&HC Committee uses a holistic, performance-guided and balanced discretionary approach, guided by the executive scorecards to evaluate performance against the following quantitative and qualitative factors: Quantitative Factors Qualitative Factors Operating Income Asset quality relative to the banking industry EPS Responsiveness to economic environment Return on Assets Achievement of operating plans Returns to Shareholders Achievement of performance objectives related to talent management and employee engagement Various capital ratios Achievement of performance objectives related to customer satisfaction and customer growth Competitive market compensation data Enterprise leadership and establishment of strategic direction Efficiency ratio Effective risk management and adherence to the risk appetite One of the key components of our executive compensation program is tying pay to company performance.

Compensation discussion: discretionary assessment and executive scorecard factors · Filed 10/03/2026

114 M&T BANK CORPORATION AND SUBSIDIARIES Consolidated Statement of Changes in Shareholders’ Equity (Dollars in millions, except per share) Preferred Stock Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss), Net Treasury Stock Total 2023 Balance — January 1, 2023 $ 2,011 $ 90 $ 10,003 $ 15,754 $ (790) $ (1,750) $ 25,318 Total comprehensive income — — — 2,741 331 — 3,072 Preferred stock cash dividends — — — (100) — — (100) Purchases of treasury stock — — — — — (600) (600) Stock-based compensation transactions, net — — 18 (2) — 120 136 Common stock cash dividends — $5.20 per share — — — (869) — — (869) Balance — December 31, 2023 2,011 90 10,021 17,524 (459) (2,230) 26,957 2024 Total comprehensive income — — — 2,588 295 — 2,883 Issuance of Series J preferred stock 733 — — — — — 733 Redemption of Series E preferred stock (350) — — — — — (350) Preferred stock cash dividends — — — (134) — — (134) Purchases of treasury stock — — — — — (400) (400) Stock-based compensation transactions, net — — (22) (2) — 259 235 Common stock cash dividends — $5.35 per share — — — (897) — — (897) Balance — December 31, 2024 2,394 90 9,999 19,079 (164) (2,371) 29,027 2025 Total comprehensive income — — — 2,851 441 — 3,292 Issuance of Series K preferred stock 440 — — — — — 440 Preferred stock cash dividends — — — (146) — — (146) Purchases of treasury stock — — — — — (2,657) (2,657) Stock-based compensation transactions, net — — 12 (2) — 111 121 Common stock cash dividends — $5.70 per share — — — (900) — — (900) Balance — December 31, 2025 $ 2,834 $ 90 $ 10,011 $ 20,882 $ 277 $ (4,917) $ 29,177 See accompanying notes to financial statements.

Consolidated Statement of Changes in Shareholders’ Equity: earnings, distributions and equity transactions · Filed 18/02/2026

In July 2026, M&T issued 60,000 shares of Perpetual Fixed Rate Non-cumulative Preferred Stock, Series L, with a liquidation preference of $10,000 per share.

Capital: July 2026 preferred stock issuance · Filed 04/08/2026

That investment had no remaining carrying value at December 31, 2025 as a result of cumulative losses recognized and cash distributions received in prior years.

Relationship with BLG: investment carrying value and historical losses and distributions · Filed 18/02/2026

•Noninterest income rose $18 million reflecting a $47 million distribution from M&T's investment in BLG in the recent quarter as compared with a $33 million distribution from that investment in the first quarter of 2026.

All Other category: first- and second-quarter BLG distributions · Filed 04/08/2026

The Company executed various strategies to lessen its relative concentration of investor-owned commercial real estate loans and to reduce the amount of criticized loans in this category throughout 2024 and 2025.

Credit risk discussion: strategies to reduce investor-owned commercial real estate exposure · Filed 18/02/2026

(Dollars in millions) June 30, 2026 December 31, 2025 Commitments to extend credit: Commercial and industrial $ 37,156 $ 35,654 Commercial real estate loans to be sold 485 773 Other commercial real estate 3,292 2,331 Residential real estate loans to be sold 258 224 Other residential real estate 794 679 Home equity lines of credit 7,885 7,974 Credit cards 6,762 6,601 Other 354 444 Standby letters of credit 2,332 2,318 Commercial letters of credit 63 72 Financial guarantees and indemnification contracts 4,883 4,751 Commitments to sell real estate loans 1,207 1,898 Commitments to extend credit are agreements to lend to customers and generally have fixed expiration dates or other termination clauses that may require payment of a fee.

Commitments and contingencies: outstanding credit commitments · Filed 04/08/2026

Publication history

Publication history
VersionUpdatedCompetitive advantage
418/10/2026uncertain
318/10/2026uncertain
218/10/2026uncertain
118/10/2026Unavailable

Sources

Research methodology and limitations · What is an economic moat?