M&T Bank MTB · USD

Segment informationReportable 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 Company's internal profitability reporting system produces financial information, inclusive of net interest income and income before taxes, for each segment. Such information is reviewed by the Company's Chief Executive Officer, who has been identified as the chief operating decision maker, in evaluating operating decisions, business performance and the allocation of resources. The Company's reportable segments are Commercial Bank, Retail Bank and Institutional Services and Wealth Management.The financial information of the Company’s segments was compiled utilizing the accounting policies described in note 1 with certain exceptions. The more significant of these exceptions are described herein. The Company allocates interest income or interest expense using a methodology that charges users of funds (assets) interest expense and credits providers of funds (liabilities) with income based on the maturity, prepayment and/or repricing characteristics of the assets and liabilities. A provision for credit losses is allocated to segments in an amount based largely on actual net charge-offs incurred by the segment during the period plus or minus an amount necessary to adjust the segment’s allowance for loan losses due to changes in loan balances. In contrast, the level of the consolidated provision for credit losses is determined using the methodologies described in notes 1 and 4. The net effects of these allocations are recorded in the "All Other" category. Fixed and variable expenses incurred by certain centralized support areas are indirectly allocated to segments based on estimated usage (for example, volume measurements) and other criteria. Centrally-allocated costs primarily relate to enterprise-wide support functions including certain technology, operations, risk management, finance and human resources expenses. Certain types of administrative expenses and bankwide expense accruals (including amortization of core deposit and other intangible assets associated with acquisitions of financial institutions) are generally not allocated to segments. Income taxes are allocated to segments based on the Company’s marginal statutory tax rate adjusted for any tax-exempt income or non-deductible expenses.

Revenue from contracts with customersThe Company generally charges customer accounts or otherwise bills customers upon completion of its services. Typically, the Company’s contracts with customers have a duration of one year or less and payment for services is received at least annually, but oftentimes more frequently as services are provided. At December 31, 2025 and 2024, the Company had $75 million and $72 million, respectively, of amounts receivable related to recognized revenue from the sources in the accompanying tables. Such amounts are classified in Accrued interest and other assets in the Consolidated Balance Sheet. In certain situations the Company is paid in advance of providing services and defers the recognition of revenue until its service obligation is satisfied. At December 31, 2025 and 2024, the Company had deferred revenue of $54 million and $57 million, respectively, related to the sources in the accompanying tables recorded in Accrued interest and other liabilities in the Consolidated Balance Sheet. The following table summarizes sources of the Company’s noninterest income during 2025, 2024 and 2023 that are subject to the revenue recognition guidance.

Commitments and contingenciesIn the normal course of business, various commitments and contingent liabilities are outstanding. The following table presents the Company’s significant credit-related commitments. Certain of these commitments are not included in the Company’s Consolidated Balance Sheet.(Dollars in millions)December 31,2025December 31,2024Commitments to extend credit:Commercial and industrial$35,654 $31,521 Commercial real estate loans to be sold773 479 Other commercial real estate2,331 2,697 Residential real estate loans to be sold224 190 Other residential real estate679 517 Home equity lines of credit7,974 7,933 Credit cards6,601 6,087 Other444 244 Standby letters of credit2,318 2,260 Commercial letters of credit72 58 Financial guarantees and indemnification contracts4,751 4,335 Commitments to sell real estate loans1,898 1,142 Commitments to extend credit are agreements to lend to customers and generally have fixed expiration dates or other termination clauses that may require payment of a fee. In addition to the amounts presented in the preceding table, the Company had discretionary funding commitments to commercial customers of $12.9 billion and $12.7 billion at December 31, 2025 and 2024, respectively, that the Company had the unconditional right to cancel prior to funding. Standby and commercial letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party, whereas commercial letters of credit are issued to facilitate commerce and typically result in the commitment being funded when the underlying transaction is consummated between the customer and a third party. The credit risk associated with commitments to extend credit and standby and commercial letters of credit is essentially the same as that involved with extending loans to customers and is subject to normal credit policies. Collateral may be obtained based on management’s assessment of the customer’s creditworthiness.Financial guarantees and indemnification contracts are predominantly comprised of recourse obligations associated with sold loans and other guarantees and commitments. Included in financial guarantees and indemnification contracts are loan principal amounts sold with recourse in conjunction with the Company’s involvement in the Fannie Mae DUS program.

Income taxesThe Company files a consolidated federal income tax return reflecting taxable income earned by all domestic subsidiaries. The components of income tax expense were as follows:Year Ended December 31, (Dollars in millions)202520242023Current:Federal$481 $394 $577 State and local190 169 228 Foreign2 5 3 Total current673 568 808 Deferred:Federal(17)(21)(63)State and local(1)(6)(33)Foreign— — (1)Total deferred(18)(27)(97)Amortization of investments in partnerships under proportional amortization method186 181 167 Total income taxes$841 $722 $878 Total income taxes differed from the amount computed by applying the statutory federal income tax rate to pre-tax income as follows:Year Ended December 31, 202520242023(Dollars in millions)AmountPercentAmountPercentAmountPercentFederal at statutory rate$775 21.0 %$695 21.0 %$760 21.0 %State and local income taxes, net of federal benefit (a)153 4.1 136 4.1 161 4.5 Foreign tax effects1 .1 2 .1 — — Tax credits: Investments in partnerships under proportional amortization method, net(36)-1.0 (38)-1.2 (26)-.8 Other(23)-.6 (24)-.7 (1)— Nontaxable or nondeductible items:Tax-exempt income(48)-1.3 (53)-1.6 (51)-1.4 Other24 .7 28.8 341.0 Other adjustments(5)-.2 (24)-.7 1— Total income taxes$841 22.8 %$722 21.8 %$878 24.3 %__________________________________________________________________________________(a)State and local income taxes for New York State, New York City, New Jersey and Maryland comprised greater than 50 percent of the amounts in this category.Income taxes paid by jurisdiction were as follows:Year Ended December 31,(Dollars in millions)202520242023Federal$347 $89 $264 State and local:New York State35 38 51 New York City29 16 28 New Jersey21 10 17 Maryland21 17 22 Other74 64 67 Foreign2 2 3 Total cash taxes paid$529 $236 $452 The Company believes that it is more likely than not that the deferred tax assets will be realized through taxable earnings or alternative tax strategies.

Stock-based compensation plansThe Company’s equity incentive compensation plan allows for the issuance of various forms of stock-based compensation, including stock options, restricted stock and restricted stock units, including performance-based awards. Stock-based awards granted to employees generally vest over 3 years. At December 31, 2025, there were 2,459,959 shares available for future grant under the Company’s equity incentive compensation plan.Stock-based awardsSelect information on employee stock-based compensation plans is summarized in the following table.(Dollars in millions)202520242023Stock-based compensation expense (a)$136 $116 $118 Income tax benefits recognized30 25 24 Cash received from exercised stock options19 138 32 Fair value of stock-based awards granted143 141 124 Intrinsic value of vested restricted stock and restricted stock units and exercised stock options114 134 96 __________________________________________________________________________________(a) Unrecognized stock-based compensation expense of $53 million at December 31, 2025 is expected to be recognized over a weighted-average period of approximately one year.A summary of restricted stock and restricted stock unit activity follows:RestrictedStock UnitsOutstandingWeighted-AverageGrant PriceRestrictedStockOutstanding Weighted-AverageGrant PriceUnvested at January 1, 20251,544,038$148.33 10,612$164.66 Granted682,806201.22 —— Vested(664,436)154.95 (10,612)164.66 Cancelled(57,412)168.18 —— Unvested at December 31, 2025 (a)1,504,996168.64 —— __________________________________________________________________________________(a)Includes 451,243 of performance-based awards at December 31, 2025.Stock options granted to employees are generally exercisable over terms not exceeding ten years and one day. A summary of stock option activity follows:Weighted-Average StockOptionsOutstanding ExercisePriceLife(In years)AggregateIntrinsic Value(In millions)Outstanding at January 1, 2025960,833$156.30 Granted74,753201.24 Exercised(189,300)145.88 Cancelled/Expired(8,811)165.35 Outstanding at December 31, 2025837,475162.57 5.6$32,584 Exercisable at December 31, 2025620,296$161.99 4.7$24,497 Stock purchase planThe stock purchase plan provides eligible employees of the Company with the right to purchase shares of M&T common stock at a discount through accumulated payroll deductions. As of December 31, 2025, there were 1,807,347 shares available for issuance under the plan.

Select information on employee stock-based compensation plans is summarized in the following table.(Dollars in millions)202520242023Stock-based compensation expense (a)$136 $116 $118 Income tax benefits recognized30 25 24 Cash received from exercised stock options19 138 32 Fair value of stock-based awards granted143 141 124 Intrinsic value of vested restricted stock and restricted stock units and exercised stock options114 134 96 __________________________________________________________________________________(a) Unrecognized stock-based compensation expense of $53 million at December 31, 2025 is expected to be recognized over a weighted-average period of approximately one year.A summary of stock option activity follows:Weighted-Average StockOptionsOutstanding ExercisePriceLife(In years)AggregateIntrinsic Value(In millions)Outstanding at January 1, 2025960,833$156.30 Granted74,753201.24 Exercised(189,300)145.88 Cancelled/Expired(8,811)165.35 Outstanding at December 31, 2025837,475162.57 5.6$32,584 Exercisable at December 31, 2025620,296$161.99 4.

The Risk Framework includes oversight by management through a multi-tiered committee structure responsible for overseeing proactive risk identification, developing an aggregated view of risks, and providing a consistent governance methodology across the Company. All such committees, including a management committee which has primary authority for oversight of cybersecurity, report up to the Management Risk Committee, which is chaired by the Chief Risk Officer, and serves as the executive level committee responsible for the implementation and oversight of the Risk Framework. The Risk Framework is designed to ensure the Board of Directors and its Risk Committee, which is the primary Board committee that oversees cybersecurity, are provided the information necessary to be effective in its risk management oversight responsibilities.The Risk Committee of the Board of Directors provides oversight of cybersecurity risks and receives regular reports on cybersecurity from the CISO. The CISO is responsible for the design and execution of the Company's Enterprise Cybersecurity Program, which is supported by the governance structure defined within the Risk Framework. The CISO reports as necessary to executive management, the Risk Committee of the Board and the Board of Directors on cyber and information security issues and the effectiveness of the Company’s Enterprise Cybersecurity Program. The Risk Committee of the Board and the Board of Directors receive the results of the Company’s annual cybersecurity risk assessment. Aligned with leading industry standards, including the U.S. Department of Commerce’s National Institute of Standards and Technology Cybersecurity Framework, the Enterprise Cybersecurity Program is built upon a foundation of policies, standards and procedures, which leverage the National Institute of Standards and Technology standards and regulatory requirements to help safeguard customer information and reduce the risk of cyber incidents and breaches. The Enterprise Cybersecurity Program features layered controls of network and endpoint intrusion detection and prevention, enterprise malware protection, threat-monitoring and a Security Operations Center that provides full-time support and additional operational measures to monitor and respond to data breaches and cyber attacks.

BorrowingsShort-term borrowings have a stated maturity of one year or less at the date the Company enters into the obligation. The amounts and interest rates of short-term borrowings were as follows:(Dollars in millions)Repurchase Agreements FHLBAdvances Total At December 31, 2025Amount outstanding (a)$49 $2,100 $2,149 Weighted-average interest rate1.93%3.83%3.78%At December 31, 2024Amount outstanding$60 $1,000 $1,060 Weighted-average interest rate2.65%4.50%4.39%__________________________________________________________________________________(a)All outstanding short-term borrowings at December 31, 2025 are set to mature in the first quarter of 2026. At December 31, 2025, M&T Bank had borrowing facilities available with the FHLB of New York whereby M&T Bank could borrow up to approximately $20.4 billion, of which $2.1 billion was outstanding at December 31, 2025. Additionally, M&T Bank had an available line of credit with the FRB of New York totaling approximately $25.4 billion at December 31, 2025. M&T Bank is required to pledge loans and investment securities as collateral for these borrowing facilities. Long-term borrowings were as follows:December 31,(Dollars in millions)Maturity (a)Stated Rate (a)20252024M&TSenior notes (fixed rate) (b)2028 - 20364.55% - 7.41%$5,583 $4,710 Subordinated notes (fixed rate)20355.40%747 — Junior Subordinated Debentures:Fixed rate——— 7 Variable rate2027 - 20295.17% - 5.70%403 426 $6,733 $5,143 M&T BankSenior notes (fixed rate) 20284.70% - 4.76%$1,946 $3,745 Advances from FHLB (variable rate)——— 2,000 Advances from FHLB (fixed rate)2026 - 20390.00% - 5.98%3 4 Subordinated notes (fixed rate)20273.40%489 474 Asset-backed notes (fixed and variable rate) (c)2026 - 20324.70% - 5.74%1,730 1,229 Other20274.38%10 10 4,178 7,462 $10,911 $12,605 __________________________________________________________________________________(a)As of December 31, 2025.(b)Terms generally convert to variable rate in the final year before maturity, at which time the notes are redeemable at par.(c)Represents weighted-average stated rates determined at the individual securitization level. The Junior Subordinated Debentures are held by various trusts and were issued in connection with the issuance by those trusts of Preferred Capital Securities and Common Securities. The proceeds from the issuances of the Preferred Capital Securities and the Common Securities were used by the trusts to purchase the Junior Subordinated Debentures.