What securities were issued in this offering?

M&T sold 18,000,000 depositary shares, each representing a 1/400th interest in a share of its Perpetual 6.350% Non-Cumulative Preferred Stock, Series K, which has a liquidation preference of $10,000 per share ($25 per depositary share).

How are dividends on the Series K Preferred Stock paid?

Dividends are noncumulative and accrue at 6.350% per annum, payable quarterly on March 15, June 15, September 15 and December 15, beginning December 15, 2025, but only when, as and if declared by M&T's board or a authorized committee. Dividends cannot be paid if doing so would violate applicable laws or capital adequacy rules, or if required regulatory approvals have not been obtained.

When can M&T redeem the Series K Preferred Stock?

M&T may redeem the stock in whole or in part on any dividend payment date on or after December 15, 2030, or in whole, but not in part, within 90 days following a regulatory capital treatment event, subject to limitations in the Certificate of Amendment. The redemption price is $10,000 per share ($25 per depositary share) plus any declared but unpaid dividends.

How does the Series K Preferred Stock rank relative to other M&T securities?

The Series K Preferred Stock ranks senior to M&T's common stock and equally with its outstanding Series F, G, H, I and J preferred stock, and at least equally with other preferred stock M&T may issue, except for any senior stock issued with the consent of Series K holders.

What voting rights do holders of Series K Preferred Stock have?

Voting rights are limited to amending the certificate of incorporation to authorize senior stock or to change Series K terms, certain share exchanges, reclassifications, mergers or consolidations, electing directors following certain dividend non-payments, and matters required by law. Depositary share holders must vote through Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary.

M&T Bank 8-K: Shareholder Matters & Corporate Changes

01—Abstract

Summary

Summary of the 8-K filed October 31, 2025. Cited figures are marked; the original filing is the authoritative source.

On October 29, 2025, M&T Bank Corporation filed a Certificate of Amendment with the New York State Department of State establishing a new series of preferred stock, the Perpetual 6.350% Non-Cumulative Preferred Stock, Series K, with a par value of $1.00^a per share and a liquidation preference of $10,000 per share.

The shares were issued in connection with an Underwriting Agreement dated October 28, 2025, under which M&T agreed to sell 18,000,000 depositary shares, each representing a 1/400th interest in a share of Series K Preferred Stock, to underwriters led by RBC Capital Markets, LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC, UBS Securities LLC, and Wells Fargo Securities, LLC. The public offering was completed on October 31, 2025, under a registration statement on Form S-3ASR. The Series K Preferred Stock ranks senior to M&T's common stock and equally with its outstanding Series F, G, H, I and J preferred stock.

Each depositary share carries a stated dividend equivalent to $25,^b with noncumulative dividends accruing at 6.350% per annum when, as and if declared by the board. Dividends are payable quarterly on March 15, June 15, September 15 and December 15, beginning December 15, 2025. Dividends may not be declared or paid to the extent doing so would cause M&T to fail to comply with applicable laws, including capital adequacy rules, or where required regulatory approvals have not been received.

The preferred stock is perpetual with no maturity date. M&T may redeem it in whole or in part on any dividend payment date on or after December 15, 2030, or in whole within 90 days following a regulatory capital treatment event, in each case at $10,000^c per share ($25 per depositary share) plus any declared but unpaid dividends. Voting rights are limited to specified matters, including authorizing senior stock, certain changes to the Series K terms, certain share exchanges, mergers or consolidations, and electing directors following certain dividend non-payments.

02—Key points

Key Highlights

M&T filed a Certificate of Amendment on October 29, 2025 to create the Perpetual 6.350% Non-Cumulative Preferred Stock, Series K, with a liquidation preference of $10,000 per share.
The offering consisted of 18,000,000 depositary shares, each representing a 1/400th interest in a share of Series K Preferred Stock, and was completed on October 31, 2025.
Underwriters are RBC Capital Markets, LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC, UBS Securities LLC, and Wells Fargo Securities, LLC, acting as representatives under an Underwriting Agreement dated October 28, 2025.
Series K Preferred Stock ranks senior to common stock and equally with Series F, G, H, I and J preferred stock as to dividends and liquidation distributions.
Dividends are noncumulative at 6.350% per annum, equivalent to $25 per depositary share, payable quarterly beginning December 15, 2025, if declared by the board.
The Series K Preferred Stock is perpetual, redeemable at M&T's option on or after December 15, 2030, or in whole within 90 days after a regulatory capital treatment event.
Series K voting rights are limited to specified matters, including senior stock authorizations, certain amendments to Series K terms, certain mergers or share exchanges, and director elections after certain dividend non-payments.

03—Questions

Frequently Asked Questions

What securities were issued in this offering?
M&T sold 18,000,000 depositary shares, each representing a 1/400th interest in a share of its Perpetual 6.350% Non-Cumulative Preferred Stock, Series K, which has a liquidation preference of $10,000 per share ($25 per depositary share).
How are dividends on the Series K Preferred Stock paid?
Dividends are noncumulative and accrue at 6.350% per annum, payable quarterly on March 15, June 15, September 15 and December 15, beginning December 15, 2025, but only when, as and if declared by M&T's board or a authorized committee. Dividends cannot be paid if doing so would violate applicable laws or capital adequacy rules, or if required regulatory approvals have not been obtained.
When can M&T redeem the Series K Preferred Stock?
M&T may redeem the stock in whole or in part on any dividend payment date on or after December 15, 2030, or in whole, but not in part, within 90 days following a regulatory capital treatment event, subject to limitations in the Certificate of Amendment. The redemption price is $10,000 per share ($25 per depositary share) plus any declared but unpaid dividends.
How does the Series K Preferred Stock rank relative to other M&T securities?
The Series K Preferred Stock ranks senior to M&T's common stock and equally with its outstanding Series F, G, H, I and J preferred stock, and at least equally with other preferred stock M&T may issue, except for any senior stock issued with the consent of Series K holders.
What voting rights do holders of Series K Preferred Stock have?
Voting rights are limited to amending the certificate of incorporation to authorize senior stock or to change Series K terms, certain share exchanges, reclassifications, mergers or consolidations, electing directors following certain dividend non-payments, and matters required by law. Depositary share holders must vote through Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary.

04—Continue

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