M&T BANK CORP (MTB) FY 2025 MD&A

Verbatim Item 7 Management's Discussion and Analysis from M&T BANK CORP's 10-K for fiscal year 2025. Filing date: 2026-02-18. Report date: 2025-12-31. Accession: 0000036270-26-000010.

This page reproduces the company's own Item 7 MD&A text from the linked SEC filing. It is filer text, not grepcent analysis, scoring, or investment advice.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high.

Company profile: MTB · All MD&A years: index · Previous year: FY 2024

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Corporate Profile

M&T is a BHC headquartered in Buffalo, New York with consolidated assets of $213.5 billion at December 31, 2025. M&T’s wholly-owned bank subsidiaries are M&T Bank and Wilmington Trust, N.A. Those bank subsidiaries offer a wide range of retail and commercial banking, wealth management, trust and institutional services to their customers.

M&T Bank, with total consolidated assets of $212.9 billion at December 31, 2025, is a New York-chartered commercial bank with 942 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. M&T Bank and its subsidiaries offer a broad range of financial services to a diverse base of consumers, businesses, professional clients, governmental entities and financial institutions located in their markets.

Wilmington Trust, N.A. is a national bank with total consolidated assets of $773 million at December 31, 2025. Wilmington Trust, N.A. and its subsidiaries offer various institutional client and wealth management services. Further information about the Company's business, its legal entity structure and its significant subsidiaries is included in Part I, Item 1, "Business" and Exhibit 21.1 of this Form 10-K.

Financial Overview

For a discussion of 2024 results as compared with 2023 results, see Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the M&T Annual Report on Form 10-K for the year ended December 31, 2024. A comparative summary of financial results for the Company is provided in Table 1 that follows.

Table 1

SUMMARY OF FINANCIAL RESULTS

							Change from
							2024 to 2025		2023 to 2024
(Dollars in millions, except per share)	2025		2024		2023		Amount		%		Amount	%
Net interest income	$	6,948			$	6,852			$	7,115		$	96		1	%		$	(263)	-4	%
Taxable-equivalent adjustment (a)	44			50			54			(6)		-11		(4)			-9
Net interest income (taxable-equivalent basis) (a)	6,992			6,902			7,169			90		1		(267)			-4
Provision for credit losses	505			610			645			(105)		-17		(35)			-5
Other income	2,742			2,427			2,528			315		13		(101)			-4
Other expense	5,493			5,359			5,379			134		2		(20)			—
Net income	2,851			2,588			2,741			263		10		(153)			-6
Per common share data:
Basic earnings	17.10			14.71			15.85			2.39		16		(1.14)			-7
Diluted earnings	17.00			14.64			15.79			2.36		16		(1.15)			-7
Performance ratios
Return on:
Average assets	1.35	%		1.23	%		1.33	%
Average common shareholders' equity	10.27			9.54			11.06
Net interest margin	3.67			3.58			3.83

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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 a composite income tax rate of approximately 25% in each of 2025 and 2024 and 26% in 2023.

The increase in net income in 2025 as compared with 2024 reflects the following:

•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.

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

•Noninterest income increased $315 million reflecting higher mortgage banking revenues, service charges on deposit accounts, trust income and other revenues from operations.

•Noninterest expense rose $134 million 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 reduction of expense in 2025 as compared with $34 million of expense in 2024.

•The Company’s effective tax rates were 22.8% in 2025 and 21.8% in 2024, reflective of $8 million and $31 million of discrete tax benefits in each of those respective years.

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. Additional information about the issued and outstanding preferred stock of M&T is included in note 9 of Notes to Financial Statements.

Under approved capital plans and programs authorized by the Board of Directors, M&T repurchased 14.3 million shares of its common stock in 2025 at a total cost of $2.66 billion. In 2024, M&T repurchased 2.1 million shares of its common stock at a total cost of $400 million.

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. The following table represents a comparative summary of certain non-GAAP results of operations.

Table 2

SUPPLEMENTAL REPORTING OF NON-GAAP RESULTS OF OPERATIONS

	Year Ended December 31,		Percentage Change From
(Dollars in millions, except per share)	2025		2024		2023		2024 to 2025		2023 to 2024
Net operating income	$	2,883			$	2,630			$	2,789	10	%	-6	%
Diluted net operating earnings per share	17.20			14.88			16.08			16	-7
Return on:
Average tangible assets	1.43	%		1.30	%		1.42	%
Average tangible common equity	15.36			14.54			17.60
Efficiency ratio	56.0			56.9			54.9
Tangible equity per common share (a)	$	117.45			$	109.36			$	98.54	7		11

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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 3.

Table 3

RECONCILIATION OF GAAP TO NON-GAAP MEASURES

(Dollars in millions, except per share)	2025			2023
Income statement data
Net income
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
Earnings per common share
Diluted earnings per common share	$	17.00		$	14.64			$	15.79
Amortization of core deposit and other intangible assets (a)	.20		.24			.29
Diluted net operating earnings per common share	$	17.20		$	14.88			$	16.08
Other expense
Other expense	$	5,493		$	5,359			$	5,379
Amortization of core deposit and other intangible assets	(42)		(53)			(62)
Noninterest operating expense	$	5,451		$	5,306			$	5,317
Efficiency ratio
Noninterest operating expense (numerator)	$	5,451		$	5,306			$	5,317
Taxable-equivalent net interest income	$	6,992		$	6,902			$	7,169
Other income	2,742		2,427			2,528
Less: Gain (loss) on bank investment securities	2		10			4
Denominator	$	9,732		$	9,319			$	9,693
Efficiency ratio	56.0	%	56.9	%		54.9	%
Balance sheet data
Average assets
Average assets	$	210,645		$	211,220			$	205,397
Goodwill	(8,465)		(8,465)			(8,473)
Core deposit and other intangible assets	(82)		(120)			(177)
Deferred taxes	24		33			44
Average tangible assets	$	202,122		$	202,668			$	196,791
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	(8,465)		(8,465)			(8,473)
Core deposit and other intangible assets	(82)		(120)			(177)
Deferred taxes	24		33			44
Average tangible common equity	$	17,813		$	17,156			$	15,282
At end of year
Total assets
Total assets	$	213,510		$	208,105			$	208,264
Goodwill	(8,465)		(8,465)			(8,465)
Core deposit and other intangible assets	(64)		(94)			(147)
Deferred taxes	20		28			37
Total tangible assets	$	205,001		$	199,574			$	199,689
Total common equity
Total equity	$	29,177		$	29,027			$	26,957
Preferred stock	(2,834)		(2,394)			(2,011)
Common equity	26,343		26,633			24,946
Goodwill	(8,465)		(8,465)			(8,465)
Core deposit and other intangible assets	(64)		(94)			(147)
Deferred taxes	20		28			37
Total tangible common equity	$	17,834		$	18,102			$	16,371

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(a)After any related tax effect.

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.

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.

Net interest income on a taxable-equivalent basis totaled $6.99 billion in 2025, an increase of $90 million from $6.90 billion in 2024. That increase reflects a 9 basis-point widening of the net interest margin driven by a decrease of 51 basis points in the cost of interest-bearing liabilities, partially offset by a 22 basis-point decline in the yield received on earning assets and a 20 basis-point reduction in the contribution of net interest-free funds. Contributing to lower yields on earning assets and rates paid on interest-bearing liabilities in 2025 was the impact of the aforementioned FOMC interest rate reductions. The yields received on earning assets reflect a reduction of the negative impact from interest rate swap agreements entered into for interest rate risk management 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 yields received on investment securities from the deployment of liquidity into fixed rate investment securities throughout 2024 and 2025 that yielded higher rates than maturing investment securities.

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.

The Company's average balance sheets accompanied by the taxable-equivalent interest income and expense and the average rate on the Company's earning assets and interest-bearing liabilities are presented in Table 4 that follows.

Table 4

AVERAGE BALANCE SHEETS AND TAXABLE-EQUIVALENT RATES

	2025		2024		2023
(Dollars in millions)	Average Balance		Interest		Average Rate		Average Balance		Interest		Average Rate		Average Balance	Interest		Average Rate
Assets
Earning assets:
Loans (a):
Commercial and industrial	$	61,520			$	3,911			6.36	%		$	58,871		$	4,060			6.90	%		$	54,271			$	3,640	6.71	%
Real estate - commercial	25,004			1,587			6.26			30,271			1,944		6.32			34,473			2,211			6.33
Real estate - residential	24,001			1,089			4.54			23,056			1,005		4.36			23,614			971			4.11
Consumer	25,578			1,682			6.58			22,519			1,494		6.63			20,380			1,229			6.03
Total loans	136,103			8,269			6.08			134,717			8,503		6.31			132,738			8,051			6.07
Interest-bearing deposits at banks	18,767			816			4.35			27,244			1,452		5.33			26,202			1,360			5.19
Trading account	96			3			3.45			102			3		3.42			133			4			3.20
Investment securities (b):
U.S. Treasury	7,904			316			3.99			9,038			300		3.32			8,966			228			2.54
Mortgage-backed securities (c)	24,590			1,016			4.13			17,968			649		3.61			15,147			473			3.13
State and political subdivisions (d)	2,231			56			2.52			2,428			92		3.81			2,539			95			3.72
Other	1,053			54			5.10			1,321			77		5.84			1,280			67			5.23
Total investment securities	35,778			1,442			4.03			30,755			1,118		3.64			27,932			863			3.09
Total earning assets	190,744			10,530			5.52			192,818			11,076		5.74			187,005			10,278			5.50
Goodwill	8,465							8,465						8,473
Core deposit and other intangible assets	82							120						177
Other assets	11,354							9,817						9,742
Total assets	$	210,645							$	211,220						$	205,397
Liabilities and shareholders’ equity
Interest-bearing liabilities:
Interest-bearing deposits:
Savings and interest-checking deposits	$	104,385			$	2,271			2.17	%		$	97,824		$	2,514			2.57	%		$	89,489			$	1,746	1.95	%
Time deposits	14,020			475			3.39			18,339			781		4.26			17,131			671			3.92
Total interest-bearing deposits	118,405			2,746			2.32			116,163			3,295		2.84			106,620			2,417			2.27
Short-term borrowings	2,774			124			4.45			4,440			242		5.45			5,758			292			5.07
Long-term borrowings	11,897			668			5.61			11,083			637		5.76			7,296			400			5.49
Total interest-bearing liabilities	133,076			3,538			2.66			131,686			4,174		3.17			119,674			3,109			2.60
Noninterest-bearing deposits	44,702							47,260						55,474
Other liabilities	4,063							4,222						4,350
Total liabilities	181,841							183,168						179,498
Shareholders’ equity	28,804							28,052						25,899
Total liabilities and shareholders’ equity	$	210,645							$	211,220						$	205,397
Net interest spread					2.86							2.57						2.90
Contribution of interest-free funds					.81							1.01						.93
Net interest income/margin on earning assets			$	6,992			3.67	%				$	6,902		3.58	%				$	7,169			3.83	%
Total deposits	$	163,107			$	2,746			1.68	%		$	163,423		$	3,295			2.02	%		$	162,094			$	2,417	1.49	%

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(a)Includes nonaccrual loans.

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

(c)Primarily government issued or guaranteed.

(d)The yield on state and political subdivisions investment securities for 2025 reflects $18 million of lower taxable-equivalent interest income resulting from an alignment of amortization periods for certain municipal bonds obtained from the acquisition of People's United.

The total changes in interest income and expense, including the changes attributable to volume and rate are presented in Table 5.

Table 5

CHANGES IN INTEREST INCOME AND EXPENSE

	2025 compared with 2024		2024 compared with 2023
			Resulting from Changes in (a):				Resulting from Changes in (a):
(Dollars in millions)	Total Change		Volume		Rate		Total Change	Volume		Rate
Interest income (b):
Loans:
Commercial and industrial	$	(149)			$	178		$	(327)		$	420		$	315	$	105
Real estate - commercial	(357)			(339)			(18)		(267)		(264)		(3)
Real estate - residential	84			42			42		34		(24)		58
Consumer	188			199			(11)		265		136		129
Interest-bearing deposits at banks	(636)			(400)			(236)		92		55		37
Trading account	—			—			—		(1)		(1)		—
Investment securities:
U.S. Treasury	16			(40)			56		72		2		70
Mortgage-backed securities (c)	367			264			103		176		97		79
State and political subdivisions (d)	(36)			(7)			(29)		(3)		(5)		2
Other	(23)			(14)			(9)		10		2		8
Total interest income	$	(546)						$	798
Interest expense:
Interest-bearing deposits:
Savings and interest-checking deposits	$	(243)			$	162		$	(405)		$	768		$	174	$	594
Time deposits	(306)			(164)			(142)		110		49		61
Short-term borrowings	(118)			(79)			(39)		(50)		(71)		21
Long-term borrowings	31			47			(16)		237		216		21
Total interest expense	$	(636)						$	1,065

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(a)The apportionment of changes resulting from the combined effect of both volume and rate was based on the separately determined volume and rate changes.

(b)Interest income data are presented on a taxable-equivalent basis.

(c)Primarily government issued or guaranteed.

(d)The change in interest income on state and political subdivisions investment securities for 2025 compared with 2024 reflects $18 million of lower taxable-equivalent interest income resulting from an alignment of amortization periods for certain municipal bonds obtained from the acquisition of People's United. The impact of this reduction is primarily included in the "Rate" column.

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. Table 6 summarizes information about interest rate swap agreements entered into for interest rate risk management purposes at December 31, 2025 and 2024.

Table 6

INTEREST RATE SWAP AGREEMENTS - DESIGNATED AS HEDGES

	Notional Amount		Weighted-Average Maturity (In years)		Weighted-Average Rate
(Dollars in millions)			Fixed		Variable
December 31, 2025
Fair value hedges:
Fixed rate long-term borrowings — active	$	4,350			3.9			3.52	%		4.09	%
Fixed rate long-term borrowings — forward-starting	1,750			7.1			3.68			3.84
Total fair value hedges	6,100			4.8
Cash flow hedges:
Variable rate commercial real estate and commercial and industrial loans:
Active	15,200			0.7			3.81			3.78
Forward-starting	9,700			2.0			3.37			3.84
Total cash flow hedges	24,900			1.3
Total	$	31,000			2.0
December 31, 2024
Fair value hedges:
Fixed rate long-term borrowings — active	$	2,000			5.4		3.11	%		5.07	%
Fixed rate long-term borrowings — forward-starting	3,350			6.2		3.81			4.49
Fixed rate available for sale securities — active	15			0.1			4.84			4.36
Total fair value hedges	5,365			5.8
Cash flow hedges:
Variable rate commercial real estate and commercial and industrial loans:
Active	20,819			0.9		3.26			4.47
Forward-starting	10,000			3.0			3.72			4.49
Total cash flow hedges	30,819			1.6
Total	$	36,184			2.2

Information regarding the fair value of interest rate swap agreements designated as fair value hedges and cash flow hedges is presented in note 17 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 year), 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 Table 7 that follows.

Table 7

INTEREST RATE SWAP AGREEMENTS - EFFECT ON NET INTEREST INCOME

	Year Ended December 31,
.	2025		2024		2023
(Dollars in millions)	Amount		Rate (a)		Amount		Rate (a)		Amount		Rate (a)
Increase (decrease) in:
Interest income	$	(115)			-.06	%		$	(364)			-.19	%		$	(250)	-.13	%
Interest expense	39			.03			50			.04			52			.04
Net interest income/margin	$	(154)			-.08	%		$	(414)			-.22	%		$	(302)	-.16	%
Average notional amount (b)	$	20,273					$	21,003					$	14,027
Rate received (c)			3.52	%				3.29	%				3.12	%
Rate paid (c)			4.28					5.26					5.24

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

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

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

Lending activities

The Company's lending activities reflect a shift in portfolio composition as it 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 following table summarizes changes in the components of average loans.

Table 8

AVERAGE LOANS

							Percentage Change From
(Dollars in millions)	2025		2024		2023		2024 to 2025	2023 to 2024
Commercial and industrial	$	61,520			$	58,871		$	54,271	4	%	8	%
Real estate - commercial	25,004			30,271			34,473		-17	-12
Real estate - residential	24,001			23,056			23,614		4	-2
Consumer:
Home equity lines and loans	4,653			4,574			4,782		2	-4
Recreational finance	13,531			11,339			9,386		19	21
Automobile	5,142			4,504			4,134		14	9
Other	2,252			2,102			2,078		7	1
Total consumer	25,578			22,519			20,380		14	10
Total	$	136,103			$	134,717		$	132,738	1	%	1	%

Average loans grew $1.4 billion from 2024.

•Average commercial and industrial loans grew $2.6 billion reflecting higher average balances of loans to financial and insurance companies and motor vehicle and recreational finance dealers.

•Average commercial real estate loans declined $5.3 billion 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 and $2.1 billion, respectively.

•Average residential real estate loans grew $945 million reflecting the retention of originated residential mortgage loans and purchases.

•Average consumer loans increased $3.1 billion reflecting recreational finance and automobile average loan growth of $2.2 billion and $638 million, respectively.

Table 9 presents the geographical composition of the Company’s loan portfolio at December 31, 2025.

Table 9

LOANS

			Percent of Dollars Outstanding
December 31, 2025(Dollars in millions)	Outstanding		New York		Mid- Atlantic (a)		New England (b)		Other
Commercial and industrial	$	63,548			24	%		31	%		16	%		29	%
Real estate - commercial	23,819			36			26			23			15
Real estate - residential	24,874			28			32			26			14
Consumer:
Home equity lines and loans	4,807			35			41			23			1
Recreational finance	14,092			7			14			6			73
Automobile	5,167			24			47			8			21
Other secured	810			32			32			12			24
Other unsecured	1,585			35			51			11			3
Total consumer	26,461			18			28			10			44
Total loans	$	138,702			25	%		30	%		18	%		27	%

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(a)Includes Delaware, Maryland, New Jersey, Pennsylvania, Virginia, West Virginia and the District of Columbia.

(b)Includes Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island and Vermont.

Commercial and industrial loans, including leases, represented 46% of total loans at December 31, 2025. Owner-occupied loans secured by real estate included in commercial and industrial loans at December 31, 2025 totaled $11.2 billion. The real estate securing such loans is typically used in the primary business operations of the borrower and is not predominantly dependent on rental income from tenants. The Company also provides financing for leases to commercial customers. Commercial leases included in total commercial and industrial loans at December 31, 2025 aggregated $2.7 billion.

Commercial and industrial loans increased $2.1 billion from December 31, 2024 to December 31, 2025 reflecting growth that spanned several industry types. Loans to customers in the financial and insurance, services and wholesale industries increased $1.3 billion, or 11%, $524 million, or 5%, and $450 million, or 9%, respectively, from the end of 2024.

Table 10 presents information on commercial and industrial loans as of December 31, 2025 relating to borrower industry, geographic area, size and whether the loans are secured by collateral or unsecured.

Table 10

COMMERCIAL AND INDUSTRIAL LOANS

December 31, 2025(Dollars in millions)	New York			New England (b)		Other		Total		Percent of Total
Commercial and industrial excluding owner-occupied real estate by industry:
Financial and insurance	$	2,862		$	2,086			$	2,078		$	5,768		$	12,794	20	%
Services	1,819		2,972			1,533			1,586		7,910		12
Motor vehicle and recreational finance dealers	1,904		2,022			845			2,420		7,191		11
Manufacturing	1,274		1,903			1,116			1,819		6,112		10
Wholesale	1,131		1,720			778			757		4,386		7
Transportation, communications, utilities	427		1,319			594			1,550		3,890		6
Retail	608		970			289			1,231		3,098		5
Construction	496		904			154			711		2,265		4
Health services	640		478			320			384		1,822		3
Real estate investors	503		704			77			295		1,579		2
Other	186		466			243			408		1,303		2
Total commercial and industrial excluding owner-occupied real estate	11,850		15,544			8,027			16,929		52,350		82
Owner-occupied real estate by industry:
Services	893		851			546			78		2,368		4
Motor vehicle and recreational finance dealers	453		751			266			764		2,234		4
Retail	482		773			410			228		1,893		3
Health services	553		541			169			5		1,268		2
Wholesale	209		506			105			158		978		1
Manufacturing	238		267			217			69		791		1
Real estate investors	185		292			126			13		616		1
Other	386		506			116			42		1,050		2
Total owner-occupied real estate	3,399		4,487			1,955			1,357		11,198		18
Total	$	15,249		$	20,031			$	9,982		$	18,286		$	63,548	100	%
Percent of total	24	%	31	%		16	%		29	%	100	%
Percent of dollars outstanding:
Secured	85	%	89	%		92	%		86	%	88	%
Unsecured	11		8			5			7		8
Leases	4		3			3			7		4
Total	100	%	100	%		100	%		100	%	100	%
Percent of dollars outstanding by loan size:
Less than $1 million	19	%	20	%		13	%		23	%	20	%
$1 million to $10 million	34		32			29			17		28
$10 million to $30 million	26		25			28			16		23
$30 million to $50 million	12		9			12			12		11
$50 million to $100 million	5		9			13			18		11
Greater than $100 million	4		5			5			14		7
Total	100	%	100	%		100	%		100	%	100	%

__________________________________________________________________________________

(a)Includes Delaware, Maryland, New Jersey, Pennsylvania, Virginia, West Virginia and the District of Columbia.

(b)Includes Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island and Vermont.

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 M&T Bank at December 31, 2025. Table 11 presents commercial and industrial commitments and outstanding balances of loans to NDFIs at December 31, 2025.

Table 11

COMMERCIAL AND INDUSTRIAL COMMITMENTS AND LOANS TO NDFIs

December 31, 2025(Dollars in millions)	Commitment Amount
Mortgage credit intermediaries (a)	$	10,216		$	5,610
Private equity funds (b)	5,981		3,287
Business credit intermediaries (c)	3,288		1,770
Consumer credit intermediaries (d)	1,145		731
Other	3,269		1,139
Total	$	23,899		$	12,537

__________________________________________________________________________________

(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.

Commercial real estate loans originated by the Company are generally secured by investor-owned real estate and include both fixed and variable rate instruments with monthly payments and a balloon payment of the remaining unpaid principal balance at maturity. Maturity dates generally range from three to ten years and, for borrowers in good standing, the terms of such loans may be extended by the customer following maturity at the then-current market rate of interest. Adjustable-rate commercial real estate loans represented approximately 83% of the commercial real estate loan portfolio at the 2025 year end.

Commercial real estate construction and development loans totaled $3.6 billion at December 31, 2025, or 3% of total loans. Approximately 97% of those construction loans had adjustable interest rates. Included in such loans at December 31, 2025 were loans made for various purposes, including the construction of multifamily residential housing, office buildings, health services facilities and other commercial development. In June 2025, the Company sold $661 million of out-of-footprint residential builder and developer loans and recognized a gain on sale of $15 million, which is included in Other revenues from operations in the Consolidated Statement of Income.

M&T Realty Capital, a commercial real estate lending subsidiary of M&T Bank, participates in the DUS program of Fannie Mae, pursuant to which commercial real estate loans are originated in accordance with terms and conditions specified by Fannie Mae and sold. Under this program, loans are sold with partial credit recourse to M&T Realty Capital. The amount of recourse is generally limited to one-third of any credit loss incurred by the purchaser on an individual loan, although in some cases the recourse amount is more or less than one-third of the outstanding principal balance. The Company’s contractual credit recourse associated with sold commercial real estate loans was approximately $4.6 billion at December 31, 2025, compared with $4.2 billion at December 31, 2024. Should Fannie Mae determine that loans originated through its DUS program were not originated or serviced in accordance with the terms and conditions of the program, M&T Realty Capital may be required to repurchase such loans or may incur credit losses that exceed the stated recourse amount of the program.

Table 12 presents commercial real estate loans by type of collateral, geographic area and size of the loans outstanding at December 31, 2025.

Table 12

COMMERCIAL REAL ESTATE LOANS

	New York State
December 31, 2025(Dollars in millions)	New York City		Other		Mid-Atlantic (a)		New England (b)		Other		Total	Percent of Total
Permanent finance by property type:
Apartments/Multifamily	$	1,267			$	1,432			$	1,523		$	1,563		$	1,052		$	6,837	29	%
Retail/Service	781			873			1,064			1,015		431		4,164			17
Office	408			809			872			1,024		310		3,423			14
Industrial/Warehouse	200			394			719			551		433		2,297			10
Hotel	119			359			534			447		284		1,743			7
Health services	8			322			576			348		294		1,548			7
Other	65			18			40			57		—		180			1
Total permanent	2,848			4,207			5,328			5,005		2,804		20,192			85
Construction/Development:
Commercial:
Construction	861			489			930			434		668		3,382			14
Land/Land development	69			5			62			9		31		176			1
Residential builder and developer:
Construction	—			5			33			5		8		51			—
Land/Land development	—			—			13			4		1		18			—
Total construction/development (c)	930			499			1,038			452		708		3,627			15
Total commercial real estate	$	3,778			$	4,706			$	6,366		$	5,457		$	3,512		$	23,819	100	%
Percent of total	16	%		20	%		26	%		23	%	15	%	100	%
Percent of dollars outstanding by loan size:
Less than $1 million	2	%		8	%		4	%		6	%	1	%	4	%
$1 million to $10 million	21			39			27			35		14		28
$10 million to $30 million	30			33			30			36		29		32
$30 million to $50 million	14			18			24			15		29		20
$50 million to $100 million	23			2			7			8		24		12
Greater than $100 million	10			—			8			—		3		4
Total	100	%		100	%		100	%		100	%	100	%	100	%

__________________________________________________________________________________

(a)Includes Delaware, Maryland, New Jersey, Pennsylvania, Virginia, West Virginia and the District of Columbia.

(b)Includes Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island and Vermont.

(c)Total includes $203 million of owner-occupied construction loans.

Investing activities

The Company's investment securities portfolio 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. 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.

Table 13

AVERAGE INVESTMENT SECURITIES

							Percentage Change From
(Dollars in millions)	2025		2024		2023		2024 to 2025	2023 to 2024
Investment securities available for sale:
U.S. Treasury	$	7,412			$	8,028		$	7,928	-8	%	1	%
Mortgage-backed securities (a)	14,219			6,605			3,079		115	115
Other	3			125			178		-98	-30
Total available for sale	21,634			14,758			11,185		47	32
Investment securities held to maturity:
U.S. Treasury	492			1,010			1,038		-51	-3
Mortgage-backed securities (a)	10,371			11,363			12,068		-9	-6
State and political subdivisions	2,231			2,428			2,539		-8	-4
Other	1			1			2		-13	-25
Total held to maturity	13,095			14,802			15,647		-12	-5
Equity and other securities	1,049			1,195			1,100		-12	9
Total investment securities	$	35,778			$	30,755		$	27,932	16	%	10	%

__________________________________________________________________________________

(a)Primarily government issued or guaranteed.

The investment securities portfolio averaged $35.8 billion in 2025, up $5.0 billion from 2024. That increase reflects the deployment of liquidity into primarily fixed rate mortgage-backed investment securities designated as available for sale. As a result of the purchases of higher-yielding securities and paydowns and maturities of lower-yielding securities, the weighted-average current yield for total investment securities available for sale increased to 4.64% at December 31, 2025 compared with 4.30% at December 31, 2024, while the weighted-average duration of that portfolio decreased to 2.4 years from 2.6 years at each of those respective 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 2025, 2024 and 2023. Additional information about the investment securities portfolio is included in notes 3 and 19 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 $18.9 billion in 2025 and $27.3 billion in 2024 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 78% of average earning assets in 2025, compared with 77% in 2024. 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. Table 14 provides an analysis of changes in the components of average deposits.

Table 14

AVERAGE DEPOSITS

					Percentage Change From
(Dollars in millions)	2025		2024		2023		2024 to 2025	2023 to 2024
Noninterest-bearing deposits	$	44,702			$	47,260		$	55,474	-5	%	-15	%
Savings and interest-checking deposits	94,214			89,136			84,868		6	5
Time deposits of $250,000 or less	10,467			11,795			8,055		-11	46
Total core deposits	149,383			148,191			148,397		1	—
Time deposits greater than $250,000	2,980			3,332			2,280		-11	46
Brokered savings and interest-checking deposits	10,171			8,689			4,621		17	88
Brokered time deposits	573			3,211			6,796		-82	-53
Total deposits	$	163,107			$	163,423		$	162,094	—	%	1	%

Total average deposits decreased $316 million from 2024.

•Average core deposits grew $1.2 billion due to higher average balances of savings and interest-checking deposits that reflected a shift in customer funds from noninterest-bearing accounts to interest-bearing products. Lower average balances of core time deposits reflected comparatively lower rates paid on those products.

•Average brokered deposits declined $1.2 billion reflecting a decrease in average brokered time deposits of $2.6 billion as those products matured. That decrease was partially offset by an increase in average brokered savings and interest-bearing transaction accounts of $1.5 billion reflecting changes in the Company's wholesale funding strategy.

Table 15 summarizes the components of average total deposits by reportable segment for the years ended December 31, 2025, 2024 and 2023.

Table 15

AVERAGE DEPOSITS BY REPORTABLE SEGMENT

(Dollars in millions)	Commercial Bank			Institutional Services and Wealth Management		All Other	Total
2025
Noninterest-bearing deposits	$	10,804		$	24,389		$	8,926	$	583	$	44,702
Savings and interest-checking deposits	35,409		52,672			9,670		6,634	104,385
Time deposits	354		13,046			44		576	14,020
Total	$	46,567		$	90,107		$	18,640	$	7,793	$	163,107
2024
Noninterest-bearing deposits	$	12,478		$	24,938		$	9,168	$	676	$	47,260
Savings and interest-checking deposits	31,509		51,629			8,071		6,615	97,824
Time deposits	372		14,709			42		3,216	18,339
Total	$	44,359		$	91,276		$	17,281	$	10,507	$	163,423
2023
Noninterest-bearing deposits	$	17,173		$	28,399		$	9,224	$	678	$	55,474
Savings and interest-checking deposits	24,908		53,097			7,116		4,368	89,489
Time deposits	338		9,970			21		6,802	17,131
Total	$	42,419		$	91,466		$	16,361	$	11,848	$	162,094

Funding activities - borrowings

Table 16 summarizes the average balances utilized from the Company's short-term and long-term borrowing facilities and note programs.

Table 16

AVERAGE BORROWINGS

(Dollars in millions)	2025			2023
Short-term borrowings:
Federal funds purchased and repurchase agreements	$	111		$	230		$	430
FHLB advances	2,663		4,210			5,328
Total short-term borrowings	2,774		4,440			5,758
Long-term borrowings:
Senior notes	8,654		6,984			5,569
FHLB advances	168		1,835			5
Subordinated notes	817		771			982
Junior subordinated debentures	404		537			538
Asset-backed notes	1,844		946			192
Other	10		10			10
Total long-term borrowings	11,897		11,083			7,296
Total borrowings	$	14,671		$	15,523		$	13,054

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 lower levels of short-term borrowings in 2025 as compared with 2024 reflect the Company's management of liquidity, including reductions in certain short-term wholesale funding sources.

The levels of long-term borrowings reflect the Company's strategies to diversify its wholesale funding sources to provide long-term funding stabilization. Table 17 provides a summary of the Company's issuances, maturities and redemptions of long-term borrowings in 2025.

Table 17

LONG-TERM BORROWING ISSUANCES, MATURITIES AND REDEMPTIONS

(Dollars in millions)	2025
Issuances (a):
Senior notes of M&T	$	750
Senior notes of M&T Bank	750
Subordinated notes of M&T	750
Asset-backed notes	1,296
Maturities/Redemptions (b):
FHLB advances	2,001
Senior notes of M&T Bank	2,550
Junior subordinated debentures of M&T associated with Preferred Capital Securities	34

__________________________________________________________________________________

(a)At par value.

(b)Excludes paydowns of asset-backed notes.

Additional information regarding outstanding borrowings is provided in notes 8 and 18 of Notes to Financial Statements.

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 $505 million and $610 million was recorded in 2025 and 2024, respectively. The lower provision for credit losses in 2025 as compared with 2024 reflects improved levels of criticized loans.

A summary of the Company’s loan charge-offs, provision and allowance for credit losses is presented in Tables 18 and 24, and in note 4 of Notes to Financial Statements.

Table 18

LOAN CHARGE-OFFS, PROVISION AND ALLOWANCE FOR CREDIT LOSSES

(Dollars in millions)	2025			2023
Allowance for loan losses beginning balance	$	2,184		$	2,129		$	1,925
Charge-offs:
Commercial and industrial	309		316			132
Real estate - commercial	115		134			253
Real estate - residential	5		6			10
Consumer	317		257			175
Total charge-offs	746		713			570
Recoveries:
Commercial and industrial	74		36			52
Real estate - commercial	22		58			12
Real estate - residential	5		6			7
Consumer	92		58			58
Total recoveries	193		158			129
Net charge-offs	553		555			441
Provision for loan losses	485		610			645
Allowance for loan losses ending balance	$	2,116		$	2,184		$	2,129
Reserve for unfunded credit commitments beginning balance (a)	$	60		$	60		$	60
Provision for unfunded credit commitments	20		—			—
Reserve for unfunded credit commitments ending balance (a)	80		60			60
Total allowance for credit losses	$	2,196		$	2,244		$	2,189

__________________________________________________________________________________

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

Asset quality

A summary of nonperforming assets and certain past due loan data and credit quality ratios is presented in Table 19.

Table 19

NONPERFORMING ASSET AND PAST DUE LOAN DATA

	December 31,
(Dollars in millions)	2025		2024		2023
Nonaccrual loans	$	1,252			$	1,690			$	2,166
Real estate and other foreclosed assets	35			35			39
Total nonperforming assets	$	1,287			$	1,725			$	2,205
Accruing loans past due 90 days or more (a)	$	561			$	338			$	339
Government-guaranteed loans included in totals above:
Nonaccrual loans	$	83			$	69			$	53
Accruing loans past due 90 days or more (a)	543			318			298
Loans 30-89 days past due	1,753			1,655			1,724
Nonaccrual loans as a percent of total loans	.90	%		1.25	%		1.62	%
Nonperforming assets as a percent of total loans and real estate and other foreclosed assets	.93			1.27			1.64
Accruing loans past due 90 days or more as a percent of total loans	.40			.25			.25
Loans 30-89 days past due as a percent of total loans	1.26			1.22			1.29

__________________________________________________________________________________

(a)Predominantly government-guaranteed residential real estate loans.

Nonaccrual loans decreased $438 million from December 31, 2024 to December 31, 2025 reflecting a $203 million reduction in commercial real estate nonaccrual loans and a $169 million decrease in commercial and industrial nonaccrual loans. Approximately 45% of nonaccrual commercial and industrial and commercial real estate loans were considered current with respect to their payment status at December 31, 2025.

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 $459 million at December 31, 2025 and $224 million at December 31, 2024. 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 4 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.

Line of business personnel in different geographic locations with support from and review by the Company’s credit risk personnel review and reassign loan grades based on their detailed knowledge of individual borrowers and their judgment of the impact on such borrowers resulting from changing conditions in their respective regions. The Company’s policy is that, at least annually, updated financial information is obtained from commercial borrowers associated with pass grade loans greater than $1 million and additional analysis performed. On a quarterly basis, the Company’s centralized credit risk department personnel review criticized commercial and industrial loans and commercial real estate loans greater than $5 million to determine the appropriateness of the assigned loan grade, including whether the loan should be reported as accruing or nonaccruing. For criticized nonaccrual loans, additional meetings are held with loan officers and their managers, workout specialists and senior management to discuss each of the relationships. In analyzing criticized loans, borrower-specific information is reviewed, including operating results, future cash flows, recent developments and the borrower’s outlook, and other pertinent data. The timing and extent of potential losses, considering collateral valuation and other factors, and the Company’s potential courses of action are contemplated.

Targeted loan 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 2025, the Company assessed loans to certain not-for-profit borrowers, government contractors and other commercial borrowers that may be impacted by immigration policies and enforcement, changes to government funding and reductions in the federal workforce. The Company is also monitoring commercial borrowers in certain industry sectors that may be affected by international trade policy changes, such as tariffs, including retail and wholesale trade, manufacturing 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 the recent year. 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.

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 124% of Tier 1 capital plus its allowable allowance for credit losses at December 31, 2025, down from 136% at December 31, 2024. 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.

Tables 20 and 21 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 December 31, 2025 and 2024.

Table 20

CRITICIZED COMMERCIAL AND INDUSTRIAL LOANS

	December 31, 2025		December 31, 2024
(Dollars in millions)	Outstanding		Criticized Accrual		Criticized Nonaccrual		Total Criticized	Outstanding		Criticized Accrual		Criticized Nonaccrual		Total Criticized
Commercial and industrial excluding owner-occupied real estate by industry:
Financial and insurance	$	12,794			$	200		$	4			$	204			$	11,479		$	71	$	35	$	106
Services	7,910			271			74		345			7,409			247			112		359
Motor vehicle and recreational finance dealers	7,191			541			10		551			7,229			527			38		565
Manufacturing	6,112			344			52		396			6,077			394			116		510
Wholesale	4,386			276			57		333			4,057			334			28		362
Transportation, communications, utilities	3,890			196			51		247			3,567			286			62		348
Retail	3,098			213			25		238			3,097			66			17		83
Construction	2,265			211			39		250			2,143			155			44		199
Health services	1,822			56			35		91			1,892			207			36		243
Real estate investors	1,579			202			6		208			1,751			148			8		156
Other	1,303			110			41		151			1,773			109			39		148
Total commercial and industrial excluding owner-occupied real estate	52,350			2,620			394		3,014			50,474			2,544			535		3,079
Owner-occupied real estate by industry:
Services	2,368			84			32		116			2,345			153			26		179
Motor vehicle and recreational finance dealers	2,234			164			1		165			2,236			31			8		39
Retail	1,893			24			15		39			1,677			69			16		85
Health services	1,268			122			47		169			1,330			156			66		222
Wholesale	978			95			3		98			857			62			3		65
Manufacturing	791			79			12		91			809			73			24		97
Real estate investors	616			31			8		39			702			43			6		49
Other	1,050			58			15		73			1,051			54			12		66
Total owner-occupied real estate	11,198			657			133		790			11,007			641			161		802
Total	$	63,548			$	3,277		$	527			$	3,804			$	61,481		$	3,185	$	696	$	3,881
Criticized loans as a percent of total commercial and industrial loans		6.0	%							6.3	%

Table 21

CRITICIZED COMMERCIAL REAL ESTATE LOANS

	December 31, 2025		December 31, 2024
(Dollars in millions)	Outstanding		Criticized Accrual		Criticized Nonaccrual		Total Criticized	Outstanding		Criticized Accrual	Criticized Nonaccrual		Total Criticized
Permanent finance by property type:
Apartments/Multifamily	$	6,837			$	431		$	45		$	476			$	5,628		$	935	$	114	$	1,049
Retail/Service	4,164			546			70		616		4,747			673			80		753
Office	3,423			644			121		765		4,170			1,125			117		1,242
Industrial/Warehouse	2,297			77			8		85		1,926			143			13		156
Hotel	1,743			173			19		192		1,984			317			118		435
Health services	1,548			150			56		206		2,038			560			25		585
Other	180			20			1		21		287			30			1		31
Total permanent	20,192			2,041			320		2,361		20,780			3,783			468		4,251
Construction/Development	3,627			1,080			13		1,093		5,984			1,715			68		1,783
Total	$	23,819			$	3,121		$	333		$	3,454			$	26,764		$	5,498	$	536	$	6,034
Criticized loans as a percent of total commercial real estate loans				14.5	%						22.6	%
Commercial real estate loans weighted-average LTV ratio				56							56
Commercial real estate criticized loans weighted-average LTV ratio				67							63

Loans to the health services, manufacturing and the transportation, communications and utilities industries contributed to the $77 million decrease in commercial and industrial criticized loans in the recent year, partially offset by an increase in criticized loans to motor vehicle and recreational finance dealers, the retail industry and financial and insurance companies. The $2.6 billion decline in criticized commercial real estate loans from December 31, 2024 to December 31, 2025 reflected decreases across all property types as well as in criticized construction and development loans. At December 31, 2025, approximately 94% 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 December 31, 2025 and 2024 is presented in Table 22.

Table 22

NONACCRUAL LOANS SECURED BY RESIDENTIAL REAL ESTATE

	December 31, 2025		December 31, 2024
			Nonaccrual				Nonaccrual
(Dollars in millions)	Outstanding Balances		Balances		Percent of Outstanding Balances		Outstanding Balances	Balances		Percent of Outstanding Balances
Residential mortgage loans (a):
New York	$	6,904			$	109		1.59	%		$	6,898	$	120	1.74	%
Mid-Atlantic (b)	7,874			86			1.09		7,229			84	1.16
New England (c)	6,613			39			.59		6,090			53	.87
Other	3,483			30			.87		2,949			22	.76
Total	$	24,874			$	264		1.06	%		$	23,166	$	279	1.20	%
First lien home equity loans and lines of credit:
New York	$	740			$	14		1.96	%		$	769	$	15	1.92	%
Mid-Atlantic (b)	875			17			1.92		908			21	2.33
New England (c)	426			4			.95		435			5	1.26
Other	20			3			13.94		15			3	17.06
Total	$	2,061			$	38		1.85	%		$	2,127	$	44	2.07	%
Junior lien home equity loans and lines of credit:
New York	$	920			$	19		2.03	%		$	828	$	15	1.76	%
Mid-Atlantic (b)	1,120			19			1.70		984			15	1.53
New England (c)	675			6			.88		622			7	1.15
Other	31			—			1.20		31			—	.85
Total	$	2,746			$	44		1.60	%		$	2,465	$	37	1.50	%

__________________________________________________________________________________

(a)Includes $673 million and $791 million of limited documentation first lien mortgage loans with nonaccrual loan balances totaling $50 million and $59 million at December 31, 2025 and 2024, respectively.

(b)Includes Delaware, Maryland, New Jersey, Pennsylvania, Virginia, West Virginia and the District of Columbia.

(c)Includes Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island and Vermont.

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. A comparative summary of nonaccrual consumer loan balances and the respective percent of outstanding balances of each consumer loan product at December 31, 2025 and 2024 is presented in Table 23.

Table 23

NONACCRUAL CONSUMER LOANS

	December 31,
	2025		2024
(Dollars in millions)	Nonaccrual Loans		Percent of Outstanding Balances		Nonaccrual Loans		Percent of Outstanding Balances
Home equity lines and loans	$	82			1.71	%		$	81		1.77	%
Recreational finance	30			.21			31			.25
Automobile	11			.21			12			.25
Other	5			.19			55			2.49
Total	$	128			.48	%		$	179		.74	%

A summary of net charge-offs by loan type and as a percent of such average loans is presented in Table 24.

Table 24

NET CHARGE-OFF (RECOVERY) INFORMATION

	2025		2024		2023
(Dollars in millions)	Net Charge-Offs (Recoveries)		Percent of Average Loans		Net Charge-Offs (Recoveries)		Percent of Average Loans		Net Charge-Offs (Recoveries)		Percent of Average Loans
Commercial and industrial	$	235			.38	%		$	280			.48	%	$	80	.15	%
Real estate:
Commercial	87			.43			62			.26			231		.88
Residential builder and developer	—			—			—			—			2		.21
Other commercial construction	6			.16			14			.24			8		.11
Residential	—			—			—			—			3		.01
Consumer:
Home equity lines and loans	(2)			-.04			—			—			—		.01
Recreational finance	108			.80			90			.80			51		.55
Automobile	21			.41			20			.44			7		.18
Other	98			4.34			89			4.22			59		2.82
Total	$	553			.41	%		$	555			.41	%	$	441	.33	%

Net charge-offs in 2025 declined nominally from 2024, reflecting lower net charge-offs of commercial and industrial loans, partially offset by modest increases in net charge-offs of commercial real estate and consumer loans. Contributing to the lower net charge-offs of commercial and industrial loans were lower net charge-offs of loans to recreational finance dealers and transportation companies in 2025. Higher net charge-offs of permanent commercial real estate loans reflect a rise in net charge-offs of loans secured by health services properties. Net charge-offs as a percent of average consumer loans in 2025 were relatively flat as compared with 2024.

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 4 of Notes to Financial Statements.

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 December 31, 2025 and 2024, 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 December 31, 2025, primarily related to portfolio exposures to certain commercial and industrial borrowers and commercial real estate loans, were modestly lower as compared with December 31, 2024.

At the time of the Company’s analysis regarding the determination of the allowance for loan losses as of December 31, 2025 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 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 federal workforce; downward pressures on commercial real estate values 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.

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 December 31, 2025, 2024 and 2023 are presented in Table 25 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.

Table 25

ALLOWANCE FOR LOAN LOSSES MACROECONOMIC ASSUMPTIONS

	December 31, 2025		December 31, 2024		December 31, 2023
	Year 1		Year 2		Cumulative	Year 1		Year 2		Cumulative		Year 1	Year 2		Cumulative
National unemployment rate	5.0	%		5.2	%			4.5	%		4.7	%			4.4	%		4.7	%
Real GDP growth rate	1.6			1.8		3.4	%		1.3			1.7		3.0	%		.9			1.9	2.8	%
Commercial real estate price index growth/decline rate	-2.8			1.0		-1.6			-2.9			1.4		-1.4			-9.1			4.8	-4.5
Home price index growth/ decline rate	.2			2.7		2.9			-.1			2.4		2.3			-3.2			-.1	-3.3

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 Table 26 were considered to estimate the possible impact on modeled credit losses.

Table 26

ALLOWANCE FOR LOAN LOSSES SENSITIVITIES

December 31, 2025	Year 1			Cumulative
Potential downside economic scenario:
National unemployment rate	7.1	%	8.1	%
Real GDP growth/decline rate	-2.4		1.3		-1.1	%
Commercial real estate price index decline rate	-14.7		-6.4		-20.2
Home price index growth/decline rate	-9.0		2.6		-6.7
Potential upside economic scenario:
National unemployment rate	3.9		3.8
Real GDP growth rate	3.9		2.0		6.0
Commercial real estate price index growth rate	2.2		4.3		6.5
Home price index growth rate	4.8		4.6		9.6

(Dollars in millions)	Impact to Modeled Credit Losses Increase (Decrease)
Potential downside economic scenario	$	250
Potential upside economic scenario	(104)

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.

Management has assessed that the allowance for loan losses at December 31, 2025 appropriately reflected expected credit losses in the portfolio as of that date. A comparative allocation of the allowance for loan losses and the reserve for unfunded credit commitments for each of the past three year ends is presented in Table 27. Amounts were allocated to specific loan categories based on information available to management at the time of each year-end assessment and using the methodologies described herein. Variations in the allocation of the allowance by loan category as a percent of those loans reflect changes in management’s estimate of credit losses in light of economic developments. Furthermore, the Company’s allowance is general in nature and is available to absorb losses from any loan or lease category.

Table 27

ALLOWANCE FOR LOAN LOSSES AND

RESERVE FOR UNFUNDED CREDIT COMMITMENTS

	December 31,
(Dollars in millions)	2025		2024		2023
Allowance for loan losses:
Commercial and industrial	$	771			$	769			$	620
Real estate - commercial (a)	472			599			764
Real estate - residential	100			108			116
Consumer	773			708			629
Total	$	2,116			$	2,184			$	2,129
Allowance for loan losses as a percent of loans:
Commercial and industrial	1.21	%		1.25	%		1.09	%
Real estate - commercial	1.98			2.24			2.31
Real estate - residential	.40			.47			.50
Consumer	2.92			2.93			3.03
Total	1.53			1.61			1.59
Allowance for loan losses as a percent of total nonaccrual loans (b)	169			129			98
Reserve for unfunded credit commitments (c)	$	80			$	60			$	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 4.65% at December 31, 2025, 4.70% at December 31, 2024 and 4.37% at December 31, 2023.

(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 that 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.

The lower ratio of the allowance for loan losses as a percent of loans outstanding at December 31, 2025 as compared with December 31, 2024, reflects lower levels of criticized 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 Table 28.

Table 28

OTHER INCOME

							Change from
	Year Ended December 31,		2024 to 2025		2023 to 2024
(Dollars in millions)	2025		2024		2023		Amount	%		Amount	%
Mortgage banking revenues	$	550			$	436		$	409		$	114		26	%		$	27	7	%
Service charges on deposit accounts	551			514			475		37		7		39			8
Trust income	724			675			680		49		7		(5)			-1
Brokerage services income	131			121			102		10		8		19			19
Trading account and other non-hedging derivative gains	58			39			49		19		48		(10)			-21
Gain (loss) on bank investment securities	2			10			4		(8)		-82		6			158
Other revenues from operations	726			632			809		94		15		(177)			-22
Total other income	$	2,742			$	2,427		$	2,528		$	315		13	%		$	(101)	-4	%

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.

Table 29

RESIDENTIAL MORTGAGE BANKING ACTIVITIES

							Change from
	Year Ended December 31,		2024 to 2025		2023 to 2024
(Dollars in millions)	2025		2024		2023		Amount		%		Amount	%
Residential mortgage banking revenues
Gains on loans originated for sale	$	30			$	31			$	25		$	(1)			-3	%		$	6	28	%
Loan servicing fees	138			150			132			(12)		-8			18			13
Loan sub-servicing and other fees	224			124			125			100		81			(1)			-1
Total loan servicing revenues	362			274		257		88		32		17		6
Total residential mortgage banking revenues	$	392			$	305			$	282		$	87			29	%		$	23	8	%
New commitments to originate loans for sale	$	1,411			$	1,375			$	1,255		$	36			3	%		$	120	10	%

(Dollars in millions)	December 31, 2025
Balances at period end
Loans held for sale	$	441		$	211
Commitments to originate loans for sale	224		190
Commitments to sell loans	645		353
Capitalized mortgage loan servicing assets (a)	287		368
Loans serviced for others	35,873		38,105
Loans sub-serviced for others (b)	156,938		111,544
Total loans serviced for others	$	192,811		$	149,649

__________________________________________________________________________________

(a)Additional information about the Company's capitalized residential mortgage loan servicing assets, including information about the calculation of estimated fair value, is presented in note 6 of Notes to Financial Statements.

(b)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 23 of Notes to Financial Statements.

The higher balances of residential mortgage loans sub-serviced for others at December 31, 2025 as compared with December 31, 2024, and the corresponding increase in related residential mortgage loan sub-servicing revenues in 2025 as compared with 2024 reflects 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.

Table 30

COMMERCIAL MORTGAGE BANKING ACTIVITIES

							Change from
	Year Ended December 31,		2024 to 2025		2023 to 2024
(Dollars in millions)	2025		2024		2023		Amount	%		Amount	%
Commercial mortgage banking revenues
Gains on loans originated for sale	$	80			$	57		$	58		$	23		41	%		$	(1)	-1	%
Loan servicing fees and other	78			74			69		4		5		5			8
Total commercial mortgage banking revenues	$	158			$	131		$	127		$	27		21	%		$	4	4	%
Loans originated for sale to other investors	$	5,306			$	4,536		$	3,053		$	770		17	%		$	1,483	49	%

(Dollars in millions)	December 31, 2025
Balances at period end
Loans held for sale	$	484		$	310
Commitments to originate loans for sale	773		479
Commitments to sell loans	1,253		789
Capitalized mortgage loan servicing assets (a)	132		126
Loans serviced for others (b)	30,309		27,474
Loans sub-serviced for others	4,231		4,063
Total loans serviced for others	$	34,540		$	31,537

__________________________________________________________________________________

(a)Additional information about the Company's capitalized commercial mortgage loan servicing assets, including information about the calculation of estimated fair value, is presented in note 6 of Notes to Financial Statements.

(b)Includes $4.6 billion and $4.2 billion of loan balances at December 31, 2025 and 2024, respectively, for which investors had recourse to the Company if such balances are ultimately uncollectable.

The increase in gains on commercial mortgage loans originated for sale during 2025 as compared with 2024 reflects an increased volume of and higher margins on new commitments to originate commercial real estate loans for sale.

Service charges on deposit accounts

Service charges on deposit accounts increased $37 million from 2024 to 2025 reflecting higher commercial service charges that resulted from pricing changes and increased customer usage of sweep products.

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.

Table 31

TRUST INCOME AND ASSETS UNDER MANAGEMENT

							Change from
	Year Ended December 31,		2024 to 2025		2023 to 2024
(Dollars in millions)	2025		2024		2023		Amount	%		Amount	%
Trust income
Institutional Services	$	382			$	349		$	369		$	33		9	%		$	(20)	-6	%
Wealth Management	338			323			309		15		5		14			5
Commercial	4			3			2		1		14		1			61
Total trust income	$	724			$	675		$	680		$	49		7	%		$	(5)	-1	%

(Dollars in millions)	December 31, 2025
Assets under management at period end
Trust assets under management (excluding proprietary funds)	$	68,104		$	65,798
Proprietary mutual funds	16,075		14,461
Total assets under management	$	84,179		$	80,259

The increase in Institutional Services trust income in 2025 as compared with 2024 reflects higher sales and fund management fees from its global capital markets business. Wealth Management trust income rose in 2025 as compared with 2024, reflecting favorable market performance associated with managed assets in 2025.

Brokerage services income

Brokerage services income, which includes revenues from the sale of mutual funds and annuities, securities brokerage fees and select investment products of LPL Financial, an independent financial services broker, increased $10 million in 2025 as compared with 2024 including higher sales of annuities and a rise in management fees reflecting market performance.

Trading account and other non-hedging derivative gains

The Company enters into interest rate swap agreements and foreign exchange contracts with customers who need such services and concomitantly enters into offsetting trading positions with third parties to minimize the risks involved with these types of transactions. Information about the notional amount of interest rate, foreign exchange and other non-hedging contracts entered into by the Company is included in note 17 of Notes to Financial Statements and herein under the heading "Market Risk and Interest Rate Sensitivity." The $19 million increase in income from trading account and other non-hedging derivative gains in 2025 as compared with 2024 reflects higher revenues from interest rate swap transactions with commercial customers.

Gain (loss) on bank investment securities

The Company recognized a net gain on investment securities of $2 million in 2025, compared with a net gain of $10 million in 2024. The net gain in 2024 reflects realized gains on the sale of equity investments in Fannie Mae and Freddie Mac preferred securities, partially offset by net realized losses on the sale of certain non-agency debt investment securities, as the Company divested of certain investment securities that were not considered relevant in its balance sheet management strategies.

Other revenues from operations

The components of other revenues from operations are presented in Table 32.

Table 32

OTHER REVENUES FROM OPERATIONS

							Change from
	Year Ended December 31,		2024 to 2025		2023 to 2024
(Dollars in millions)	2025		2024		2023		Amount	%		Amount	%
Letter of credit and other credit-related fees	$	219			$	197		$	187		$	22		11	%		$	10	5	%
Merchant discount and credit card fees	186			174			172		12		7		2			1
Bank owned life insurance revenue	75			65			63		10		17		2			2
Equipment operating lease income	48			44			56		4		9		(12)			-20
Gain on divestiture of CIT	28			—			225		28		100		(225)			-100
BLG income (a)	20			48			20		(28)		-58		28			140
Other	150			104			86		46		43		18			21
Total other revenues from operations	$	726			$	632		$	809		$	94		15	%		$	(177)	-22	%

__________________________________________________________________________________

(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 when declared by BLG that result 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 23 of Notes to Financial Statements.

Other revenues from operations in 2025 increased $94 million from 2024 reflecting a distribution of an earnout payment of $28 million related to the Company's 2023 sale of its CIT business; a $22 million rise in letter of credit and other credit-related fees, reflecting higher line usage and loan syndication fees; gains on the sales of an out-of-footprint loan portfolio totaling $15 million and a subsidiary that specialized in institutional services of $10 million; and a $12 million increase in merchant discount and credit card fees. Partially offsetting those favorable factors was a $28 million decline in distributions received from M&T's investment in BLG.

Other Expense

The components of other expense are presented in Table 33.

Table 33

OTHER EXPENSE

							Change from
	Year Ended December 31,		2024 to 2025		2023 to 2024
(Dollars in millions)	2025		2024		2023		Amount	%		Amount		%
Salaries and employee benefits	$	3,342			$	3,162		$	2,997			$	180			6	%		$	165	6	%
Equipment and net occupancy	525			512			520		13			2			(8)			-2
Outside data processing and software	558			492			437		66			14			55			13
Professional and other services	356			344			413		12			3			(69)			-17
FDIC assessments	50			146			315		(96)			-66			(169)			-54
Advertising and marketing	102			104			108		(2)			-2			(4)			-3
Amortization of core deposit and other intangible assets	42			53			62		(11)			-21			(9)			-15
Other costs of operations	518			546			527		(28)			-5			19			3
Total other expense	$	5,493			$	5,359		$	5,379			$	134			2	%		$	(20)	—	%
Average full-time equivalent employees	22,361		22,027		22,664		334	2	%		(637)		-3	%
Full-time equivalent employees at period end	22,080		22,101		21,980		(21)	—			121		1

Salaries and employee benefits

Salaries and employee benefits expense increased $180 million in 2025 as compared with 2024 reflecting annual merit and other increases, a rise in average staffing levels and an increase in medical benefits expense of $30 million, stock-based compensation expense of $20 million and severance-related costs of $10 million.

The Company provides pension, retirement savings and other postretirement benefits for its employees. Expenses related to such benefits totaled $81 million in 2025 and $71 million in 2024. The amounts recorded in salaries and employee benefits expense and other costs of operations, respectively, from the preceding sentence were as follows: $173 million and ($92 million) in 2025; and $173 million and ($102 million) in 2024. The Company sponsors both defined benefit and defined contribution pension plans. In the fourth quarter of 2025, the Company recognized an $8 million benefit in other costs of operations associated with the purchase of annuities for certain participants in the Company's defined benefit pension plan that represented approximately $263 million, or 14%, of the plan's accumulated benefit obligation at the time of purchase. In 2024, the Company recognized a $12 million benefit in other costs of operations associated with the solicited election of certain participants in that plan to accept a lump-sum distribution in the fourth quarter of 2024 in lieu of future retirement benefit payments. Approximately $171 million of lump-sum settlements were distributed from the pension plan, representing approximately 8% of the plan's accumulated benefit obligation at the time of the distribution. Information about the Company’s pension plans and other postretirement benefits is included in note 12 of Notes to Financial Statements.

Nonpersonnel expenses

As described herein within Part I, Item 1, "Business," in November 2023 the FDIC finalized a rule that imposes a special assessment to recover the costs to the DIF resulting from the FDIC’s use in 2023 of the systemic risk exception to the least-cost resolution test under the FDIA in connection with the receiverships of certain failed banks. The Company recognized a special assessment expense of $34 million in 2024 and a reduction of such expense of $37 million in 2025, bringing the total special assessment expense of the Company since the 2023 rule was enacted to $194 million.

After considering FDIC assessments, the $50 million increase in nonpersonnel expenses in 2025 as compared with 2024 reflects an increase in outside data processing and software costs of $66 million associated with enhancements to the Company's technology infrastructure, cybersecurity and financial recordkeeping and reporting systems, a $30 million contribution to The M&T Charitable Foundation in 2025, an increase in equipment and net occupancy expense of $13 million and a rise in professional and other services of $12 million reflecting higher legal and review costs. Those unfavorable factors were partially offset by vacated facility write-downs of $27 million and losses on the redemption of certain issuances of M&T's Junior Subordinated Debentures of $20 million each in 2024.

Income Taxes

The provision for income taxes was $841 million in 2025, compared with $722 million in 2024. The Company's effective tax rates were 22.8% and 21.8% in 2025 and 2024, respectively. The effective income tax rates in 2025 and 2024 reflect net discrete tax benefits of $8 million and $31 million, respectively. 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. New federal tax legislation was signed into law on July 4, 2025, which included a broad range of tax reform provisions. The new legislation did not have a material impact on the Company's effective tax rate in 2025.

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 $153.3 billion at December 31, 2025, compared with $147.5 billion at December 31, 2024. The higher levels of core deposits at December 31, 2025 largely reflect increased savings and interest-checking 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 using eligible investment securities. At December 31, 2025 and 2024, long-term borrowings aggregated $10.9 billion and $12.6 billion, respectively, and short-term borrowings aggregated $2.1 billion and $1.1 billion, respectively. Information about the Company’s borrowings is included in note 8 of Notes to Financial Statements.

The Company's wholesale funding sources include the placement of brokered deposits. Such deposits, comprised predominantly of brokered savings and interest-checking deposit accounts, totaled 7% of the Company's total deposit base at each of December 31, 2025 and 2024. 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 $78.9 billion at December 31, 2025 and $73.0 billion at December 31, 2024. Approximately $9.0 billion and $9.1 billion of those uninsured deposits were collateralized by the Company at December 31, 2025 and 2024, respectively. The Company maintains available liquidity sources, as presented in Table 39, which represent approximately 126% of uninsured deposits that are not collateralized by the Company at December 31, 2025.

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.

Information about the credit ratings of M&T and M&T Bank at December 31, 2025 is presented in Table 34.

Table 34

DEBT RATINGS

	Moody’s	Standard and Poor’s	Fitch	Morningstar DBRS
M&T:
Senior debt	Baa1	BBB+	A	A
Subordinated debt	Baa1	BBB	A-	A (low)
M&T Bank:
Short-term deposits	P-1	A-2	F1	R-1 (middle)
Long-term deposits	A1	A-	A+	A (high)
Senior debt	A3	A-	A	A (high)
Subordinated debt	A3	BBB+	A-	A

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 December 31, 2025, approximately $2.58 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 8 of Notes to Financial Statements. As a BHC, 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," 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 December 31, 2025, M&T's parent company liquidity, inclusive of the projected repayment of notes receivable from bank subsidiaries, covered projected cash outflows for 36 months, including dividends on common and preferred stock, debt service and scheduled debt maturities.

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 December 31, 2025. The weighted-average durations of debt investment securities available for sale and held to maturity at December 31, 2025 were 2.4 years and 5.3 years, respectively.

Table 35 provides the contractual maturity schedule and taxable-equivalent yields of debt securities as of December 31, 2025.

Table 35

MATURITY AND TAXABLE-EQUIVALENT YIELD OF DEBT SECURITIES (a)

December 31, 2025(Dollars in millions)	One Year or Less			Five to Ten Years		Over Ten Years		Total
Investment securities available for sale (b):
U.S. Treasury:
Carrying value	$	3,085		$	3,258			$	—		$	—	$	6,343
Yield	4.26	%	4.17	%		—	%		—	%	4.21	%
Mortgage-backed securities (c):
Government issued or guaranteed:
Carrying value	$	402		$	4,741			$	3,156		$	8,559	$	16,858
Yield	4.83	%	4.62	%		4.74	%		4.93	%	4.80	%
Other:
Carrying value	$	—		$	1			$	—		$	—	$	1
Yield	—	%	4.40	%		—	%		—	%	4.40	%
Total investment securities available for sale:
Carrying value	$	3,487		$	8,000			$	3,156		$	8,559	$	23,202
Yield	4.33	%	4.44	%		4.74	%		4.93	%	4.64	%
Investment securities held to maturity:
U.S. Treasury:
Carrying value	$	396		$	49			$	—		$	—	$	445
Yield	2.63	%	2.45	%		—	%		—	%	2.61	%
Mortgage-backed securities (c):
Government issued or guaranteed:
Carrying value	$	397		$	2,269			$	3,132		$	4,025	$	9,823
Yield	3.16	%	3.18	%		3.19	%		3.19	%	3.19	%
Privately issued:
Carrying value	$	3		$	10			$	13		$	6	$	32
Yield	7.55	%	7.55	%		7.55	%		7.42	%	7.53	%
State and political subdivisions:
Carrying value	$	12		$	328			$	1,326		$	463	$	2,129
Yield	2.91	%	2.99	%		3.71	%		4.23	%	3.71	%
Other:
Carrying value	$	—		$	—			$	—		$	1	$	1
Yield	—	%	—	%		—	%		5.48	%	5.48	%
Total investment securities held to maturity:
Carrying value	$	808		$	2,656			$	4,471		$	4,495	$	12,430
Yield	2.92	%	3.16	%		3.36	%		3.30	%	3.27	%
Total debt investment securities:
Carrying value	$	4,295		$	10,656			$	7,627		$	13,054	$	35,632
Yield	4.06	%	4.12	%		3.92	%		4.37	%	4.16	%

__________________________________________________________________________________

(a)Weighted-average yields represent the current yield, including amortization of premiums and accretion of discounts, and are based on amortized cost. Yields on tax-exempt securities are calculated on a taxable-equivalent basis using a composite income tax rate of approximately 25%.

(b)Investment securities available for sale are presented at estimated fair value.

(c)Maturities are based upon contractual payments due. Actual maturities are expected to be significantly shorter as a result of loan repayments in the underlying mortgage pools.

Table 36 provides the maturity schedule of loans as of December 31, 2025.

Table 36

MATURITY DISTRIBUTION OF LOANS (a)

December 31, 2025(Dollars in millions)	Demand		2026		2027 - 2030		2031 - 2040		After 2040
Commercial and industrial	$	8,866			$	16,348			$	33,414		$	4,297	$	96
Real estate - commercial	62			7,859			12,329			3,218		18
Real estate - residential	8			1,280			3,475			8,738		11,109
Consumer	651			2,128			8,289			9,783		5,482
Total	$	9,587			$	27,615			$	57,507		$	26,036	$	16,705
Floating or adjustable interest rates:
Commercial and industrial		$	23,425			$	1,937			$	38
Real estate - commercial		10,233			2,197			17
Real estate - residential		1,023			3,099			5,079
Consumer		1,067			129			3,727
Fixed or predetermined interest rates:
Commercial and industrial		9,989			2,360			58
Real estate - commercial		2,096			1,021			1
Real estate - residential		2,452			5,639			6,030
Consumer		7,222			9,654			1,755
Total		$	57,507			$	26,036			$	16,705

__________________________________________________________________________________

(a)The data reflects contractually required payments, but excludes nonaccrual loans.

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. The contractual amounts and timing of those payments as of December 31, 2025 are summarized in Table 37. 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 20 of Notes to Financial Statements. Table 37 summarizes the Company's other commitments as of December 31, 2025 and the timing of the expiration of such commitments.

Table 37

CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS

December 31, 2025(Dollars in millions)	Less Than One Year			Three to Five Years		Over Five Years	Total
Payments due for contractual obligations:
Time deposits	$	12,801		$	395		$	30	$	1	$	13,227
Short-term borrowings	2,149		—			—		—	2,149
Long-term borrowings	15		3,545			2,214		5,137	10,911
Operating leases	153		253			152		191	749
Other	477		414			172		131	1,194
Total	$	15,595		$	4,607		$	2,568	$	5,460	$	28,230
Other commitments:
Commitments to extend credit (a)	$	23,763		$	11,867		$	13,765	$	5,285	$	54,680
Standby letters of credit	1,414		557			336		11	2,318
Commercial letters of credit	66		2			4		—	72
Financial guarantees and indemnification contracts	353		650			1,465		2,283	4,751
Commitments to sell real estate loans	1,605		161			132		—	1,898
Total	$	27,201		$	13,237		$	15,702	$	7,579	$	63,719

__________________________________________________________________________________

(a)Amounts exclude discretionary funding commitments to commercial customers of $12.9 billion that the Company has the unconditional right to cancel prior to funding.

Table 38 provides the maturity of time deposits over $250,000 as of December 31, 2025.

Table 38

MATURITY OF TIME DEPOSITS WITH BALANCES OVER $250,000

(Dollars in millions)	December 31, 2025
3 months or less	$	1,242
Over 3 through 6 months	1,205
Over 6 through 12 months	280
Over 12 months	28
Total	$	2,755

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," 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 December 31, 2025 was 109%, exceeding the regulatory minimum standards that would be applicable if it were a Category III institution subject to the Category III reduced LCR requirements.

Presented in Table 39 is a summary of the Company's available sources of liquidity at December 31, 2025 and December 31, 2024.

Table 39

AVAILABLE LIQUIDITY SOURCES

(Dollars in millions)	December 31, 2025
Deposits at the FRB of New York	$	16,966		$	18,805
Unused secured borrowing facilities:
FRB of New York	25,443		24,546
FHLB of New York	18,302		17,655
Unencumbered investment securities (after estimated haircuts)	27,241		24,019
Total	$	87,952		$	85,025

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 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 December 31, 2025, the aggregate notional amount of interest rate swap agreements entered into for interest rate risk management purposes that were currently in effect was $19.6 billion. In addition, the Company has entered into $11.5 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 17 of Notes to Financial Statements.

The accompanying table as of December 31, 2025 and December 31, 2024 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.

Table 40

SENSITIVITY OF NET INTEREST INCOME TO CHANGES IN INTEREST RATES

(Dollars in millions)	Calculated Increase (Decrease) in Projected Net Interest Income
Changes in interest rates	December 31, 2025		December 31, 2024
+200 basis points	$	(40)			$	(4)
+100 basis points	(9)			16
-100 basis points	3			(36)
-200 basis points	(20)			(81)

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, 2024 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 December 31, 2025 approximated 51%. 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.

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 -5.1% and 2.2%, respectively, as of December 31, 2025, and -5.1% and 2.5%, respectively, at December 31, 2024.

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 19 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 17 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 $190 million and $409 million, respectively, at December 31, 2025 and $206 million and $787 million, respectively, at December 31, 2024. The amounts recorded in the Consolidated Balance Sheet associated with the Company's non-hedging derivative activities at December 31, 2025 and 2024 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 $97 million at December 31, 2025 and $101 million at December 31, 2024 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 December 31, 2025, 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 17 of Notes to Financial Statements.

Capital

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

Table 41

SHAREHOLDERS' EQUITY, DIVIDENDS AND SELECT RATIOS

	December 31,
(Dollars in millions, except per share)	2025		2024		2023
Preferred stock	$	2,834			$	2,394			$	2,011
Common shareholders' equity	26,343			26,633			24,946
Total shareholders' equity	$	29,177			$	29,027			$	26,957
Per share:
Common shareholders’ equity	$	173.49			$	160.90			$	150.15
Tangible common shareholders’ equity (a)	117.45			109.36			98.54
Ratios:
Total shareholders' equity to total assets	13.67	%		13.95	%		12.94	%
Common shareholders' equity to total assets	12.34			12.80			11.98
Tangible common shareholders' equity to tangible assets (a)	8.70			9.07			8.20
Cash dividends declared for year ended:
Common stock	$	900			$	899			$	871
Common stock per share	5.70			5.35			5.20
Common share dividend payout ratio	33.35	%		36.63	%		32.97	%
Preferred stock	$	146			$	134			$	100

__________________________________________________________________________________

(a)Reconciliations of common shareholders’ equity to tangible common equity and total assets to tangible assets as of December 31, 2025, 2024 and 2023 are presented in Table 3.

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. 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 August 15, 2024, M&T redeemed all 350,000 outstanding shares of its Perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series E, for $350 million. On May 13, 2024, M&T issued 75,000 shares of Perpetual Fixed Rate Non-Cumulative Preferred Stock, Series J, with a liquidation preference of $10,000 per share. Additional information about the issued and outstanding preferred stock of M&T is included in note 9 of Notes to Financial Statements.

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 Table 42.

Table 42

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

	Year Ended December 31,
(Dollars in millions, except per share)	2025		2024		2023
Investment securities unrealized gains (losses), net (a)	$	155			$	(153)		$	(187)
Cash flow hedges unrealized gains (losses), net (b)	67			(101)			(151)
Defined benefit plans adjustments, net (c)	61			98			(115)
Other, net	(6)			(8)			(6)
Total	$	277			$	(164)		$	(459)
Accumulated other comprehensive income (loss), net, per common share	$	1.83			$	(0.99)		$	(2.76)

__________________________________________________________________________________

(a)Refer to note 3 of Notes to Financial Statements.

(b)Refer to note 17 of Notes to Financial Statements.

(c)Refer to note 12 of Notes to Financial Statements.

On January 22, 2025, M&T's Board of Directors authorized a program under which $4.0 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 14.3 million shares of its common stock in 2025 at a total cost of $2.66 billion. In 2024, M&T repurchased 2.1 million shares of its common stock at a total cost of $400 million. 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.

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. In June 2025, the Federal Reserve released the results of its most recent supervisory stress tests. Based on those results, on October 1, 2025, M&T's SCB of 2.7% became effective. The regulatory capital amounts and ratios of M&T and its bank subsidiaries as of December 31, 2025 are presented in note 22 of Notes to Financial Statements. A detailed discussion of the Capital Rules is included in Part I, Item 1 of this Form 10-K under the heading "Capital Requirements."

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 $64 million at December 31, 2025. 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 December 31, 2025. 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 December 31, 2025, inclusive of the projected repayment of notes receivables from bank subsidiaries, covered projected cash outflows for 36 months, including dividends on common and preferred stock, debt service and scheduled debt maturities. Information concerning goodwill and other intangible assets is included in note 7 of Notes to Financial Statements.

The Company is subject to the comprehensive regulatory framework applicable to BHCs and FHCs 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 DIF 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 this Form 10-K.

As described in Part I, Item 1, "Capital Requirements" of this Form 10-K, 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. Management continues to evaluate the impact of the proposed rules on the regulatory capital requirements of M&T and its subsidiary banks. At December 31, 2025, 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 13 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. The 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. A description of the business activities conducted by each of the Company's segments and the accounting policies utilized in compiling financial information of such segments is provided in note 21 of Notes to Financial Statements.

Table 43

NET INCOME (LOSS) BY SEGMENT

			Change from
							2024 to 2025	2023 to 2024
(Dollars in millions)	2025		2024		2023		Amount	%		Amount	%
Commercial Bank	$	904			$	871		$	1,039		$	33		4	%		$	(168)	-16	%
Retail Bank	1,442			1,716			1,838		(274)		-16		(122)			-7
Institutional Services and Wealth Management	502			535			620		(33)		-6		(85)			-14
All Other	3			(534)			(756)		537		—		222			29
Total net income	$	2,851			$	2,588		$	2,741		$	263		10	%		$	(153)	-6	%

Commercial Bank

Table 44

COMMERCIAL BANK SEGMENT FINANCIAL SUMMARY

							Change from
			2024 to 2025		2023 to 2024
(Dollars in millions)	2025		2024		2023		Amount	%		Amount	%
Income Statement
Net interest income	$	2,152			$	2,212		$	2,409		$	(60)		-3	%		$	(197)	-8	%
Noninterest income	795			672			658		123		18		14			2
Total revenue	2,947			2,884			3,067		63		2		(183)			-6
Provision for credit losses	273			266			297		7		2		(31)			-10
Noninterest expense	1,446			1,424			1,346		22		1		78			6
Income before taxes	1,228			1,194			1,424		34		3		(230)			-16
Income taxes	324			323			385		1		—		(62)			-16
Net income	$	904			$	871		$	1,039		$	33		4	%		$	(168)	-16	%
Average Balance Sheet
Loans:
Commercial and industrial	$	53,961			$	51,168		$	46,532		$	2,793		5	%		$	4,636	10	%
Real estate - commercial	23,315			28,406			32,514		(5,091)		-18		(4,108)			-13
Real estate - residential	418			433			409		(15)		-4		24			6
Consumer	20			22			24		(2)		-8		(2)			-8
Total loans	$	77,714			$	80,029		$	79,479		$	(2,315)		-3	%		$	550	1	%
Deposits:
Noninterest-bearing	$	10,804			$	12,478		$	17,173		$	(1,674)		-13	%		$	(4,695)	-27	%
Interest-bearing	35,763			31,881			25,246		3,882		12		6,635			26
Total deposits	$	46,567			$	44,359		$	42,419		$	2,208		5	%		$	1,940	5	%

Net income for the Commercial Bank segment increased $33 million in 2025 as compared with 2024.

•Net interest income declined $60 million reflecting a narrowing of the net interest margin on deposits of 19 basis points and a decline in average loans of $2.3 billion, partially offset by a rise in average deposit balances of $2.2 billion.

•Noninterest income increased $123 million due to higher other revenues from operations of $59 million that included a rise in credit-related fees of $21 million, gains on the sales of an out-of-footprint residential builder and developer loan portfolio of $15 million and equipment leases of $12 million. Also contributing to that increase was higher commercial mortgage banking revenues of $27 million, trading account and other non-hedging derivative gains of $20 million, reflective of an increase in interest rate swap agreements with commercial customers, and service charges on commercial deposit accounts of $17 million.

•The provision for credit losses increased $7 million reflecting a higher provision for unfunded credit commitments.

•Noninterest expense increased $22 million reflecting higher centrally-allocated costs associated with data processing, risk management, and other support services provided to the Commercial Bank segment of $15 million and a rise in outside data processing and software costs of $8 million.

•Average loans decreased $2.3 billion reflecting a reduction in average commercial real estate loans of $5.1 billion, partially offset by higher average commercial and industrial loans of $2.8 billion, reflecting an increase in loans to financial and insurance companies and motor vehicle and recreational finance dealers.

•Average deposits grew $2.2 billion reflecting growth in average savings and interest-checking deposits, partially offset by a decline in average noninterest-bearing deposits.

Retail Bank

Table 45

RETAIL BANK SEGMENT FINANCIAL SUMMARY

							Change from
			2024 to 2025		2023 to 2024
(Dollars in millions)	2025		2024		2023		Amount	%		Amount	%
Income Statement
Net interest income	$	3,947			$	4,288		$	4,352		$	(341)		-8	%		$	(64)	-1	%
Noninterest income	921			810			762		111		14		48			6
Total revenue	4,868			5,098			5,114		(230)		-5		(16)			—
Provision for credit losses	307			288			173		19		7		115			67
Noninterest expense	2,630			2,499			2,457		131		5		42			2
Income before taxes	1,931			2,311			2,484		(380)		-16		(173)			-7
Income taxes	489			595			646		(106)		-18		(51)			-8
Net income	$	1,442			$	1,716		$	1,838		$	(274)		-16	%		$	(122)	-7	%
Average Balance Sheet
Loans:
Commercial and industrial	$	6,359			$	6,810		$	6,779		$	(451)		-7	%		$	31	—	%
Real estate - commercial	1,657			1,827			1,901		(170)		-9		(74)			-4
Real estate - residential	21,270			20,587			21,439		683		3		(852)			-4
Consumer	24,770			21,738			19,546		3,032		14		2,192			11
Total loans	$	54,056			$	50,962		$	49,665		$	3,094		6	%		$	1,297	3	%
Deposits:
Noninterest-bearing	$	24,389			$	24,938		$	28,399		$	(549)		-2	%		$	(3,461)	-12	%
Interest-bearing	65,718			66,338			63,067		(620)		-1		3,271			5
Total deposits	$	90,107			$	91,276		$	91,466		$	(1,169)		-1	%		$	(190)	—	%

Net income for the Retail Bank segment decreased $274 million in 2025 as compared with 2024.

•Net interest income decreased $341 million reflecting a narrowing of the net interest margin on deposits of 41 basis points and lower average balances of those deposits of $1.2 billion, partially offset by higher average loan balances of $3.1 billion.

•Noninterest income increased $111 million reflecting higher residential mortgage loan sub-servicing revenues related to the 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, an increase in service charges on deposit accounts and higher merchant discount and credit card interchange fees.

•The provision for credit losses increased $19 million reflecting higher net charge-offs of indirect consumer loans.

•Noninterest expense rose $131 million predominantly due to higher centrally-allocated costs associated with data processing, risk management and other support services provided to the Retail Bank segment of $113 million and a rise in personnel-related costs.

•Average loans rose $3.1 billion predominantly reflective of recreational finance and automobile average loan growth.

•Average deposits decreased $1.2 billion reflecting the maturity of customer time deposit accounts and lower noninterest-bearing deposits, partially offset by growth in average savings and interest-checking deposits.

Institutional Services and Wealth Management

Table 46

INSTITUTIONAL SERVICES AND WEALTH MANAGEMENT SEGMENT

FINANCIAL SUMMARY

				Change from
			2024 to 2025		2023 to 2024
(Dollars in millions)	2025		2024		2023		Amount	%		Amount	%
Income Statement
Net interest income	$	655			$	748		$	700		$	(93)		-12	%		$	48	7	%
Noninterest income	907			809			1,005		98		12		(196)			-19
Total revenue	1,562			1,557			1,705		5		—		(148)			-9
Provision for credit losses	5			6			—		(1)		-18		6			100
Noninterest expense	883			831			867		52		6		(36)			-4
Income before taxes	674			720			838		(46)		-6		(118)			-14
Income taxes	172			185			218		(13)		-7		(33)			-15
Net income	$	502			$	535		$	620		$	(33)		-6	%		$	(85)	-14	%
Average Balance Sheet
Loans:
Commercial and industrial	$	983			$	747		$	787		$	236		32	%		$	(40)	-5	%
Real estate - commercial	32			38			56		(6)		-17		(18)			-32
Real estate - residential	2,313			2,036			1,766		277		14		270			15
Consumer	788			745			804		43		6		(59)			-7
Total loans	$	4,116			$	3,566		$	3,413		$	550		15	%		$	153	4	%
Deposits:
Noninterest-bearing	$	8,926			$	9,168		$	9,224		$	(242)		-3	%		$	(56)	-1	%
Interest-bearing	9,714			8,113			7,137		1,601		20		976			14
Total deposits	$	18,640			$	17,281		$	16,361		$	1,359		8	%		$	920	6	%

Net income for the Institutional Services and Wealth Management segment decreased $33 million in 2025 as compared with 2024.

•Net interest income declined $93 million reflecting an 84 basis-point narrowing of the net interest margin on deposits, partially offset by higher average balances of those deposits.

•Noninterest income increased $98 million reflecting higher trust income of $48 million resulting from increased sales and fund management fees from the segment's global capital markets business and higher fee income from its Wealth Management business, reflecting comparatively favorable market performance associated with managed assets. Also contributing to that increase was a $28 million distribution of an earnout payment related to the Company's sale of its CIT business in 2023 and a $10 million gain on the sale of a subsidiary that specialized in institutional services each in the recent year, and higher brokerage services income.

•Noninterest expense increased $52 million reflecting a rise in personnel-related expenses and higher professional and other services expense.

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

All Other

Table 47

ALL OTHER CATEGORY FINANCIAL SUMMARY

							Change from
			2024 to 2025		2023 to 2024
(Dollars in millions)	2025		2024		2023		Amount	%		Amount	%
Income Statement
Net interest income (expense)	$	194			$	(396)		$	(346)		$	590		—	%		$	(50)	-14	%
Noninterest income	119			136			103		(17)		-12		33			31
Total revenue (expense)	313			(260)			(243)		573		—		(17)			-7
Provision for credit losses	(80)			50			175		(130)		—		(125)			-72
Noninterest expense	534			605			709		(71)		-12		(104)			-15
Loss before taxes	(141)			(915)			(1,127)		774		85		212			19
Income taxes	(144)			(381)			(371)		237		62		(10)			-3
Net income (loss)	$	3			$	(534)		$	(756)		$	537		—	%		$	222	29	%

The "All Other" category recorded a net gain of $3 million in 2025 as compared with a net loss of $534 million in 2024.

•Net interest income increased $590 million reflecting favorable impact from the Company’s allocation methodologies for funding charges and credits associated with earning assets and interest-bearing liabilities of the Company’s reportable segments and a reduction of the negative impact from interest rate swap agreements entered into for interest rate risk management purposes.

•Noninterest income decreased $17 million reflecting lower distributions from M&T's investment in BLG of $28 million, partially offset by higher tax-exempt income from bank owned life insurance of $10 million.

•The provision for credit losses decreased $130 million reflecting the net impact of the allocation of the provision to the reportable segments.

•Noninterest expense decreased $71 million reflecting FDIC special assessment expense of $34 million in 2024 and a reduction of such expense of $37 million in 2025.

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Critical Accounting Estimates

The Company’s significant accounting policies conform with GAAP and are described in note 1 of Notes to Financial Statements. In applying certain of those accounting policies, management of the Company may be required to exercise judgment in determining many of the methodologies, assumptions and estimates to be utilized. Critical accounting estimates are more dependent on such judgment and may contribute to significant changes in the Company’s reported financial position or results of operations should the assumptions and estimates used change over time due to changes in circumstances. The significant areas in which management of the Company applies critical assumptions and estimates include the following:

Allowance for loan losses

The allowance for loan losses represents a valuation account that is deducted from the amortized cost basis of loans to present the net amount expected to be collected at the balance sheet date. A provision for credit losses is recorded to adjust the level of the allowance for loan losses as deemed necessary by management. In estimating expected credit losses, borrower-specific financial data and forward-looking macroeconomic assumptions are utilized to project losses over a reasonable and supportable forecast period. For certain loan pools that share similar risk characteristics, the Company utilizes statistically developed models to estimate amounts and timing of expected future cash flows, collateral values and other factors used to determine the borrowers’ abilities to repay obligations. Such models consider historical correlations of credit losses with various macroeconomic assumptions including unemployment, GDP and real estate prices. Subsequent to the forecast period, the Company utilizes longer-term historical loss experience to estimate credit losses over the remaining contractual lives of the loans. These forecasts may be adjusted for inherent limitations or biases of the models as well as for other factors that may not be adequately considered in the Company’s quantitative methodologies. The methodologies, significant assumptions and estimated amount of the allowance for loan losses are subject to quarterly and periodic evaluations by independent risk management personnel and are approved by M&T's Allowance for Credit Losses Committee. A discussion of facts and circumstances considered by management in determining the allowance for loan losses is included herein under the heading "Provision for Credit Losses" and in note 4 of Notes to Financial Statements.

Changes in the circumstances considered when determining management’s estimates and assumptions could result in changes in those estimates and assumptions, which could result in adjustment of the allowance for loan losses in future periods. Forward-looking economic forecasts are subject to inherent imprecision and future outcomes may differ materially from forecasted events. A sensitivity analysis of forward-looking estimates of macroeconomic variables on modeled credit losses used in the determination of the allowance for loan losses is provided herein under the heading "Provision for Credit Losses."

Fair value measurement

As described in note 19 of Notes to Financial Statements, many of the Company’s assets and liabilities are measured at fair value on the Company’s Consolidated Balance Sheet on a recurring basis. Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Management of the Company applies various valuation methodologies to assets and liabilities which may involve a significant degree of judgment, particularly when liquid markets do not exist for the particular items being valued. Significant assets and liabilities measured at fair value on a recurring basis are predominantly comprised of available-for-sale investment securities and interest rate swap agreements.

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Available-for-sale investment securities are primarily comprised of U.S. Treasury securities and government issued or guaranteed commercial and residential mortgage-backed securities. Those securities are generally valued by a third-party pricing service through reference to quoted prices for the same or similar securities or through model-based techniques in which the significant inputs are observable. The Company generally determines the fair value of interest rate swap agreements using externally developed pricing models based on market observable inputs. The fair valuation of investment securities available for sale and interest swap agreements are independently reviewed and challenged by M&T’s Treasury Product Control Department, the results of which are reported to the Company’s Executive ALCO Committee. Further information on the fair value of investment securities and derivative financial instruments is included herein under the heading "Taxable-equivalent Net Interest Income” and in notes 3, 17 and 19 of Notes to Financial Statements.

Goodwill

Goodwill represents the excess of the consideration transferred to acquire an entity over the fair value of the identifiable net assets acquired. Goodwill is not amortized, but rather is tested for impairment at least annually at the reporting unit level. For purposes of testing for impairment the Company has assigned all recorded goodwill to the reporting units originally intended to benefit from past business combinations. To test for goodwill impairment, the Company compared the estimated fair value of each of its reporting units to the respective carrying amounts and certain other assets and liabilities assigned to the reporting unit, including goodwill and core deposit and other intangible assets. For the Company’s annual impairment test on October 1, 2025, the Company estimated the fair value of its reporting units using an income approach (weighted 75%) and a market approach (weighted 25%). The Company’s estimation of fair value under the income approach considered discounting projected cash flows for each reporting unit based on multi-year financial forecasts, and under the market approach considered certain valuation multiples for comparable financial institutions. Based on the results of the goodwill impairment test, the Company concluded that the amount of recorded goodwill was not impaired as of the testing date.

The Company’s reporting units are not readily marketable and market prices do not exist. The estimation of fair value of those reporting units includes many assumptions which are subjective and highly sensitive to changes in such assumptions. In estimating those values the Company has not attempted to market its reporting units to potential buyers, if any exist. Since negotiated prices in illiquid markets depend greatly upon the then present motivation of the buyer and seller, it is reasonable to assume that actual sales prices could vary widely from any estimate of fair value made without the benefit of negotiations. Additionally, changes in market conditions or other risk factors described in Part I, Item 1A, “Risk Factors” could materially impact the value of the Company’s reporting units. The Company has performed sensitivity analysis around its discount rate assumptions used in its valuations and estimated that a 100 basis-point increase to the discount rates used in the fair value estimation at October 1, 2025 would not have resulted in an impairment of goodwill assigned to any reporting unit.

Information regarding goodwill assigned to the Company’s operating segments is presented in note 7 in Notes to Financial Statements and a discussion of the treatment of goodwill for regulatory capital purposes is provided herein under the heading “Capital.”

102

Legal proceedings and other matters

Many aspects of the Company’s business and operations involve substantial risk of legal liability. M&T and its subsidiaries are subject in the normal course of business to various pending and threatened legal proceedings and other matters for which monetary damages are asserted or unasserted. In addition, from time to time, the Company is, or may become, the subject of governmental and self-regulatory agency information-gathering requests, reviews, investigations and proceedings and other forms of regulatory inquiry, including by bank and other regulatory agencies, the SEC and law enforcement authorities.

Although the Company establishes accruals for legal proceedings when information related to the loss contingencies represented by those matters indicates both that a loss is probable and that the amount of loss can be reasonably estimated, the Company does not have accruals for all legal proceedings where it faces a risk of loss. In addition, due to the inherent subjectivity of the assessments and unpredictability of the outcome of legal proceedings, amounts accrued may not represent the ultimate loss to the Company from the legal proceedings in question. Thus, the Company’s ultimate losses may be higher, and possibly significantly so, than the amounts accrued for legal loss contingencies, which could adversely affect the Company’s financial condition and results of operations. Information regarding those contingencies and their potential effects on the Company’s results of operations and financial position is included in note 20 of Notes to Financial Statements.

Recent Accounting Developments

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 being reflected in Mortgage banking revenues in the Consolidated Statement of Income. The accounting election resulted in an increase to capitalized servicing assets, included in Accrued interest and other assets in the Consolidated Balance Sheet, 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. In preparation for this election, on December 31, 2025 the Company began economically hedging the risk of fair value changes in those residential mortgage loan servicing right assets through the use of various interest rate derivative contracts, for which changes in fair value will also be reflected in Mortgage banking revenues in the Consolidated Statement of Income beginning in 2026. Further information on the fair value of capitalized servicing assets, the significant assumptions used to value such assets and the sensitivity of those fair values to changes in assumptions is included in note 6 of Notes to Financial Statements. A discussion of recent accounting developments, including the fair value election of residential mortgage loan servicing right assets effective January 1, 2026, is included in note 1 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 Form 10-K contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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

103

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 the risks more fully discussed in Part I, Item 1A, "Risk Factors" of this Form 10-K: economic conditions and growth rates, including inflation and market volatility; events, 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 FASB, 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 M&T and its subsidiaries do business, and other factors. Further details regarding such factors, risks and uncertainties related to the Company are described in the "Risk Factors" section of this Form 10-K. 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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Table 48

QUARTERLY TRENDS

	2025 Quarters		2024 Quarters
(Dollars in millions, except per share)	Fourth		Third		Second		First		Fourth		Third	Second		First
Earnings and dividends
Interest income (taxable-equivalent basis)	$	2,648			$	2,692			$	2,618		$	2,572			$	2,719			$	2,798		$	2,802	$	2,757
Interest expense	858			919			896			865		979			1,059			1,071			1,065
Net interest income	1,790			1,773			1,722			1,707		1,740			1,739			1,731			1,692
Less: Provision for credit losses	125			125			125			130		140			120			150			200
Other income	696			752			683			611		657			606			584			580
Less: Other expense	1,379			1,363			1,336			1,415		1,363			1,303			1,297			1,396
Income before income taxes	982			1,037			944			773		894			922			868			676
Applicable income taxes	212			233			219			177		201			188			200			133
Taxable-equivalent adjustment	11			12			9			12		12			13			13			12
Net income	$	759			$	792			$	716		$	584			$	681			$	721		$	655	$	531
Net income available to common shareholders — diluted	$	718			$	754			$	679		$	547			$	644			$	674		$	626	$	505
Per common share data:
Basic earnings	4.71			4.85			4.26			3.33		3.88			4.04			3.75			3.04
Diluted earnings	4.67			4.82			4.24			3.32		3.86			4.02			3.73			3.02
Cash dividends	1.50			1.50			1.35			1.35		1.35			1.35			1.35			1.30
Average common shares outstanding:
Basic	152,666			155,558			159,221			164,209		165,838			166,671			166,951			166,460
Diluted	153,712			156,553			160,005			165,047		166,969			167,567			167,659			167,084
Performance ratios
Annualized return on:
Average assets	1.41	%		1.49	%		1.37	%		1.14	%	1.28	%		1.37	%		1.24	%		1.01	%
Average common shareholders’ equity	10.87			11.45			10.39			8.36		9.75			10.26			9.95			8.14
Net interest margin on average earning assets (taxable-equivalent basis)	3.69			3.68			3.62			3.66		3.58			3.62			3.59			3.52
Nonaccrual loans to total loans	.90			1.10			1.16			1.14		1.25			1.42			1.50			1.71
Net operating (tangible) results (a)
Net operating income	$	767			$	798			$	724		$	594			$	691			$	731		$	665	$	543
Diluted net operating income per common share	4.72			4.87			4.28			3.38		3.92			4.08			3.79			3.09
Annualized return on:
Average tangible assets	1.49	%		1.56	%		1.44	%		1.21	%	1.35	%		1.45	%		1.31	%		1.08	%
Average tangible common shareholders’ equity	16.24			17.13			15.54			12.53		14.66			15.47			15.27			12.67
Efficiency ratio (b)	55.1			53.6			55.2			60.5		56.8			55.0			55.3			60.8
Balance sheet data
Average balances:
Total assets (c)	$	212,891			$	211,053			$	210,261		$	208,321			$	211,853			$	209,581		$	211,981	$	211,478
Total tangible assets (c)	204,379			202,533			201,733			199,791		203,317			201,031			203,420			202,906
Earning assets	192,366			190,920			190,535			189,116		193,106			191,366			193,676			193,135
Investment securities	36,705			36,559			35,335			34,480		33,679			31,023			29,695			28,587
Loans	137,600			136,527			135,407			134,844		135,723			134,751			134,588			133,796
Deposits	165,057			162,706			163,406			161,220		164,639			161,505			163,491			164,065
Borrowings	14,619			15,633			14,263			14,154		14,228			15,428			16,452			16,001
Common shareholders’ equity (c)	26,279			26,189			26,272			26,604		26,313			26,160			25,340			25,008
Tangible common shareholders’ equity (c)	17,767			17,669			17,744			18,074		17,777			17,610			16,779			16,436
At end of quarter:
Total assets (c)	213,510			211,277			211,584			210,321		208,105			211,785			208,855			215,137
Total tangible assets (c)	205,001			202,761			203,060			201,789		199,574			203,243			200,302			206,574
Earning assets	192,516			190,684			191,074			190,463		188,606			192,766			189,787			195,712
Investment securities	36,649			36,864			35,568			35,137		34,051			32,327			29,894			28,496
Loans	138,702			136,974			136,116			134,574		135,581			135,920			135,002			134,973
Deposits	166,909			163,426			164,453			165,409		161,095			164,554			159,910			167,196
Borrowings	13,060			14,987			14,451			12,069		13,665			14,188			16,083			16,245
Common shareholders’ equity (c)	26,343			26,334			26,131			26,597		26,633			26,482			25,680			25,158
Tangible common shareholders’ equity (c)	17,834			17,818			17,607			18,065		18,102			17,940			17,127			16,595
Equity per common share	173.49			170.43			166.94			163.62		160.90			159.38			153.57			150.90
Tangible equity per common share	117.45			115.31			112.48			111.13		109.36			107.97			102.42			99.54

__________________________________________________________________________________

(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 49.

(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 49.

105

Table 49

RECONCILIATION OF QUARTERLY GAAP TO NON-GAAP MEASURES

	2025 Quarters		2024 Quarters
(Dollars in millions, except per share)	Fourth		Third		Second		First		Fourth		Third	Second		First
Income statement data
Net income
Net income	$	759			$	792			$	716		$	584			$	681			$	721		$	655	$	531
Amortization of core deposit and other intangible assets (a)	8			6			8			10		10			10			10			12
Net operating income	$	767			$	798			$	724		$	594			$	691			$	731		$	665	$	543
Earnings per common share
Diluted earnings per common share	$	4.67			$	4.82			$	4.24		$	3.32			$	3.86			$	4.02		$	3.73	$	3.02
Amortization of core deposit and other intangible assets (a)	.05			.05			.04			.06		.06			.06			.06			.07
Diluted net operating earnings per common share	$	4.72			$	4.87			$	4.28		$	3.38			$	3.92			$	4.08		$	3.79	$	3.09
Other expense
Other expense	$	1,379			$	1,363			$	1,336		$	1,415			$	1,363			$	1,303		$	1,297	$	1,396
Amortization of core deposit and other intangible assets	(10)			(10)			(9)			(13)		(13)			(12)			(13)			(15)
Noninterest operating expense	$	1,369			$	1,353			$	1,327		$	1,402			$	1,350			$	1,291		$	1,284	$	1,381
Efficiency ratio
Noninterest operating expense (numerator)	$	1,369			$	1,353			$	1,327		$	1,402			$	1,350			$	1,291		$	1,284	$	1,381
Taxable-equivalent net interest income	$	1,790			$	1,773			$	1,722		$	1,707			$	1,740			$	1,739		$	1,731	$	1,692
Other income	696			752			683			611		657			606			584			580
Less: Gain (loss) on bank investment securities	1			1			—			—		18			(2)			(8)			2
Denominator	$	2,485			$	2,524			$	2,405		$	2,318			$	2,379			$	2,347		$	2,323	$	2,270
Efficiency ratio	55.1	%		53.6	%		55.2	%		60.5	%	56.8	%		55.0	%		55.3	%		60.8	%
Balance sheet data
Average assets
Average assets	$	212,891			$	211,053			$	210,261		$	208,321			$	211,853			$	209,581		$	211,981	$	211,478
Goodwill	(8,465)			(8,465)			(8,465)			(8,465)		(8,465)			(8,465)			(8,465)			(8,465)
Core deposit and other intangible assets	(69)			(79)			(89)			(92)		(100)			(113)			(126)			(140)
Deferred taxes	22			24			26			27		29			28			30			33
Average tangible assets	$	204,379			$	202,533			$	201,733		$	199,791			$	203,317			$	201,031		$	203,420	$	202,906
Average common equity
Average total equity	$	28,970			$	28,583			$	28,666		$	28,998			$	28,707			$	28,725		$	27,745	$	27,019
Preferred stock	(2,691)			(2,394)			(2,394)			(2,394)		(2,394)			(2,565)			(2,405)			(2,011)
Average common equity	26,279			26,189			26,272			26,604		26,313			26,160			25,340			25,008
Goodwill	(8,465)			(8,465)			(8,465)			(8,465)		(8,465)			(8,465)			(8,465)			(8,465)
Core deposit and other intangible assets	(69)			(79)			(89)			(92)		(100)			(113)			(126)			(140)
Deferred taxes	22			24			26			27		29			28			30			33
Average tangible common equity	$	17,767			$	17,669			$	17,744		$	18,074			$	17,777			$	17,610		$	16,779	$	16,436
At end of quarter
Total assets
Total assets	$	213,510			$	211,277			$	211,584		$	210,321			$	208,105			$	211,785		$	208,855	$	215,137
Goodwill	(8,465)			(8,465)			(8,465)			(8,465)		(8,465)			(8,465)			(8,465)			(8,465)
Core deposit and other intangible assets	(64)			(74)			(84)			(93)		(94)			(107)			(119)			(132)
Deferred taxes	20			23			25			26		28			30			31			34
Total tangible assets	$	205,001			$	202,761			$	203,060		$	201,789			$	199,574			$	203,243		$	200,302	$	206,574
Total common equity
Total equity	$	29,177			$	28,728			$	28,525		$	28,991			$	29,027			$	28,876		$	28,424	$	27,169
Preferred stock	(2,834)			(2,394)			(2,394)			(2,394)		(2,394)			(2,394)			(2,744)			(2,011)
Common equity	26,343			26,334			26,131			26,597		26,633			26,482			25,680			25,158
Goodwill	(8,465)			(8,465)			(8,465)			(8,465)		(8,465)			(8,465)			(8,465)			(8,465)
Core deposit and other intangible assets	(64)			(74)			(84)			(93)		(94)			(107)			(119)			(132)
Deferred taxes	20			23			25			26		28			30			31			34
Total tangible common equity	$	17,834			$	17,818			$	17,607		$	18,065			$	18,102			$	17,940		$	17,127	$	16,595

__________________________________________________________________________________

(a)After any related tax effect.

106

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