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M&T Bank 8-K Report, Rights Modification (Jul 21, 2026)

Reports
Shareholder Matters·Corporate Changes·Other Events+1
Filing Date
Filed July 21, 2026
Period End
July 17, 2026
In the record · 2016–202610-K1110-Q338-K161

MTB filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 161 current reports (8-K) between 2016 and 2026.

  1. Deal closed8-K · Jan ’16Jan ’16
  2. Leadership change8-K · Jun ’22Jun ’22
  3. Leadership change8-K · Jun ’24Jun ’24

01—Abstract

Summary

Summary of the 8-K filed July 21, 2026. Cited figures are marked; the original filing is the authoritative source.

On July 17, 2026, M&T Bank Corporation filed a certificate of amendment with the New York State Department of State creating a new series of preferred stock, the Perpetual 6.625% Non-Cumulative Preferred Stock, Series L, with a par value of $1.00a per share and a liquidation preference of $10,000 per share.

The filing was made in connection with an Underwriting Agreement dated July 16, 2026, under which M&T agreed to sell 24,000,000 depositary shares, each representing a 1/400th interest in a share of Series L Preferred Stock. On July 21, 2026, M&T completed the public offering. The Series L Preferred Stock ranks senior to common stock and equally with its outstanding Series F, H, I, J and K preferred stock with respect to dividends and liquidation distributions.

Holders are entitled to noncumulative cash dividends, when, as and if declared, based on the $10,000 per share stated amount (equivalent to $25b per depositary share), accruing at 6.625% per annum and payable quarterly on March 15, June 15, September 15 and December 15, beginning September 15, 2026. Dividends may not be declared or paid if doing so would cause M&T to fail to comply with applicable laws, including capital adequacy rules, or if required regulatory approvals have not been received. If dividends are not declared on the Series L Preferred Stock for the most recent period, M&T's ability to pay dividends on or redeem common stock and junior or parity preferred stock is restricted.

The Series L 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 September 15, 2031, or in whole within 90 days following a regulatory capital treatment event, at $10,000c 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 L terms, certain share exchanges, reclassifications, mergers or consolidations, and electing directors following certain dividend non-payments.

02—Key points

Key Highlights

  1. Offering size: 24,000,000 depositary shares, each representing a 1/400th interest in a share of Series L Preferred Stock, completed July 21, 2026
  2. Dividend terms: 6.625% per annum on a $10,000 stated amount per share ($25 per depositary share), noncumulative and payable quarterly, when, as and if declared, beginning September 15, 2026
  3. Ranking: senior to common stock and equal with outstanding Series F, H, I, J and K preferred stock for dividends and liquidation distributions
  4. Perpetual structure: no maturity date; redeemable at M&T's option on or after September 15, 2031, or in whole within 90 days after a regulatory capital treatment event
  5. Dividend restrictions: if dividends are not declared on Series L for the most recent period, M&T's ability to pay dividends on or redeem common and parity or junior stock is restricted
  6. Limited voting rights: apply only to senior stock authorizations, adverse changes to Series L terms, certain share exchanges, mergers or consolidations, and director elections after certain dividend non-payments
  7. Underwriters: BofA Securities, J.P. Morgan, Morgan Stanley, M&T Securities, Raymond James, UBS Securities and Wells Fargo Securities acted as representatives

03—Questions

Frequently Asked Questions

  1. What securities did M&T Bank Corporation issue?

    M&T sold 24,000,000 depositary shares, each representing a 1/400th interest in a share of its Perpetual 6.625% Non-Cumulative Preferred Stock, Series L, under an Underwriting Agreement dated July 16, 2026. The offering was completed on July 21, 2026, and the securities were registered under the Securities Act of 1933 on Form S-3ASR (File No. 333-274646).

  2. How much will investors receive in dividends?

    Dividends accrue at 6.625% per annum on the $10,000 per share stated amount, equivalent to $25 per depositary share. Dividends are noncumulative and payable quarterly on March 15, June 15, September 15 and December 15, beginning September 15, 2026, but only if declared by M&T's board or an authorized committee.

  3. Can M&T redeem the Series L Preferred Stock?

    Yes. M&T may redeem the shares in whole or in part on any dividend payment date on or after September 15, 2031, or in whole within 90 days after a regulatory capital treatment event, in each case at $10,000 per share ($25 per depositary share) plus any declared but unpaid dividends.

  4. Where does the Series L Preferred Stock rank relative to other M&T securities?

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

  5. What voting rights do holders have?

    Voting rights are limited. Holders may vote on authorizing or increasing stock senior to the Series L Preferred Stock, certain changes to the Series L terms, certain share exchanges, reclassifications, mergers or consolidations, and electing directors after certain dividend non-payments, as well as where required by law. Depositary share holders must act through Computershare Inc. and Computershare Trust Company, N.A.

04—Continue

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