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M&T Bank

M&T BankMTBEarnings & Financial Report

NYSE · Financials · Regional Banks

M&T Bank Corporation is an American bank holding company headquartered in Buffalo, New York. It operates 950+ branches in 12 states and Washington D.C. across the Eastern United States, from Maine to Virginia. Until May 1998, the bank's holding company was named First Empire State Corporation.

What changed in M&T Bank's 10-K — 2024 vs 2025

Top changes in M&T Bank's 2025 10-K

490 paragraphs added · 558 removed · 390 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

81 edited+17 added−36 removed145 unchanged
Additional financial services are provided through other operating subsidiaries of M&T Bank including M&T Realty Capital which engages in multifamily commercial real estate lending and provides loan servicing to purchasers of the loans it originates, and LEAF Commercial Capital, Inc., M&T Capital and Leasing Corp. and M&T Equipment Finance Corp. which provide equipment leasing and financing services.
Additional financial services are provided through other operating subsidiaries of M&T Bank including M&T Realty Capital which engages in multifamily commercial real estate lending and provides loan servicing to purchasers of the loans it originates, and LEAF Commercial Capital Inc. and M&T Equipment Finance Corp. which provide equipment leasing and financing services.
New York laws and regulations govern many aspects of M&T Bank’s operations, including branching, dividends, subsidiary activities, fiduciary activities, lending, and deposit taking. 4 M&T Bank is also subject to Federal Reserve regulations and guidance, including with respect to capital levels.
New York laws and regulations govern many aspects of M&T Bank’s operations, 4 including branching, dividends, subsidiary activities, fiduciary activities, lending and deposit taking. M&T Bank is also subject to Federal Reserve regulations and guidance, including with respect to capital levels.
Insolvency of an IDI or a BHC If the FDIC is appointed as conservator or receiver for an IDI such as M&T Bank or Wilmington Trust, N.A., upon its insolvency or in certain other events without limitation, the FDIC has the power: • to transfer any of the depository institution’s assets and liabilities to a new depository institution, including a newly formed "bridge" bank without the approval of the insolvent depository institution’s creditors or equity holders; • to enforce the terms of the depository institution’s contracts pursuant to their terms without regard to any provisions triggered by the appointment of the FDIC in that capacity; or • to repudiate or disaffirm any contract or lease to which the depository institution is a party, the performance of which is determined by the FDIC to be burdensome and the 14 disaffirmance or repudiation of which is determined by the FDIC to promote the orderly administration of the depository institution.
Insolvency of an IDI or a BHC If the FDIC is appointed as conservator or receiver for an IDI such as M&T Bank or Wilmington Trust, N.A., upon its insolvency or in certain other events without limitation, the FDIC has the power: • to transfer any of the depository institution’s assets and liabilities to a new depository institution, including a newly formed "bridge" bank without the approval of the insolvent depository institution’s creditors or equity holders; • to enforce the terms of the depository institution’s contracts pursuant to their terms without regard to any provisions triggered by the appointment of the FDIC in that capacity; or • to repudiate or disaffirm any contract or lease to which the depository institution is a party, the performance of which is determined by the FDIC to be burdensome and the disaffirmance or repudiation of which is determined by the FDIC to promote the orderly administration of the depository institution.
The Incentive Compensation Guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon the key principles that a banking organization’s incentive compensation arrangements should (i) provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage risks, (ii) be compatible with effective internal controls and risk management and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors.
The Incentive Compensation Guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon the key principles that a banking organization’s incentive compensation arrangements should (i) provide 12 incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage risks; (ii) be compatible with effective internal controls and risk management; and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors.
The FDIC has developed a strategy under the OLA referred to as the "single point of entry" strategy, under which the FDIC would resolve a failed FHC by transferring its assets (including shares of its operating subsidiaries) and, potentially, very limited liabilities to a "bridge" holding company; utilize the resources of the failed FHC to recapitalize the operating subsidiaries; and satisfy the claims of unsecured creditors of the failed FHC and other claimants in the receivership by delivering securities of one or more new financial companies that would emerge from the bridge holding company.
The FDIC has developed a strategy under the OLA referred to as the "single point of entry" strategy, under which the FDIC would resolve a failed FHC by transferring its assets (including shares of its operating subsidiaries) and, potentially, very limited liabilities to a "bridge" holding 14 company; utilize the resources of the failed FHC to recapitalize the operating subsidiaries; and satisfy the claims of unsecured creditors of the failed FHC and other claimants in the receivership by delivering securities of one or more new financial companies that would emerge from the bridge holding company.
As a "non-advanced approaches" firm under the Capital Rules, M&T is subject to rules that provide for simplified capital requirements relating to the threshold deductions for mortgage servicing assets, deferred tax assets arising from temporary differences that a banking organization could not realize through net operating loss carrybacks, and investments in the capital of unconsolidated financial institutions, as well as the inclusion of minority interests in regulatory capital.
As a "non-advanced approaches" firm under the Capital Rules, M&T is subject to rules that provide for simplified capital requirements relating to the threshold deductions for mortgage loan servicing assets, deferred tax assets arising from temporary differences that a banking organization could not realize through net operating loss carrybacks, and investments in the capital of unconsolidated financial institutions, as well as the inclusion of minority interests in regulatory capital.
BHC with $100 billion or more in total consolidated assets, as well as its bank subsidiaries, to 5 one of four categories based on its size and five other risk-based indicators: (i) cross-jurisdictional activity, (ii) weighted short-term wholesale funding, (iii) non-bank assets, (iv) off-balance sheet exposure, and (v) status as a U.S. global systemically important BHC.
BHC with $100 billion or more in total consolidated assets, as well as its bank subsidiaries, to one of four categories based on its size and five other risk-based indicators: (i) cross-jurisdictional activity, (ii) weighted short-term wholesale funding, (iii) non-bank assets, (iv) off-balance sheet exposure, and (v) status as a U.S. global systemically important BHC.
Critically undercapitalized depository institutions failing to submit or implement an acceptable capital restoration plan are subject to appointment of a receiver or conservator. Transactions with Affiliates There are various legal restrictions on the extent to which M&T and its non-bank subsidiaries or affiliates may borrow or otherwise obtain funding from M&T Bank and Wilmington Trust, N.A.
Critically undercapitalized depository institutions failing to submit or implement an acceptable capital restoration plan are subject to appointment of a receiver or conservator. 10 Transactions with Affiliates There are various legal restrictions on the extent to which M&T and its non-bank subsidiaries or affiliates may borrow or otherwise obtain funding from M&T Bank and Wilmington Trust, N.A.
Corporate Governance In accordance with SEC rules, M&T will post on its website or file a Form 8-K to report any amendment to or waiver from any provision of the Code of Ethics for Chief Executive Officer and Senior Financial Officers or the Code of Business Conduct and Ethics that applies to our Chief Executive Officer, Chief Financial Officer, Controller, or persons performing similar functions.
Corporate Governance In accordance with SEC rules, M&T will post on its website or file a Form 8-K to report any amendment to or waiver from any provision of the Code of Ethics for Chief Executive Officer and Senior Financial Officers or the Code of Business Conduct and Ethics that applies to its Chief Executive Officer, Chief Financial Officer, Controller, or persons performing similar functions.
An undercapitalized institution is also generally prohibited from increasing its average total assets, accepting brokered deposits or offering interest 10 rates on any deposits significantly higher than prevailing market rates, making acquisitions, establishing any branches or engaging in any new line of business, except in accordance with an accepted capital restoration plan or with the approval of the FDIC.
An undercapitalized institution is also generally prohibited from increasing its average total assets, accepting brokered deposits or offering interest rates on any deposits significantly higher than prevailing market rates, making acquisitions, establishing any branches or engaging in any new line of business, except in accordance with an accepted capital restoration plan or with the approval of the FDIC.
Dividend payments by M&T to its shareholders and common stock repurchases by M&T are subject to the oversight of the Federal Reserve. M&T’s ability to make capital distributions would likely be impacted in the event that M&T fails to maintain its CET1 risk-based, Tier 1 risk-based and total risk-based capital ratios above minimum requirements including its SCB.
Dividend payments by M&T to its shareholders and common stock repurchases by M&T are subject to the oversight of the Federal Reserve. M&T’s ability to make capital distributions would 8 likely be impacted in the event that M&T fails to maintain its CET1 risk-based, Tier 1 risk-based and total risk-based capital ratios above minimum requirements including its SCB.
Failure of a financial institution to maintain and implement adequate programs to combat money laundering and terrorist financing could have serious legal and reputational consequences for the institution, including the denial by federal regulators of proposed merger, acquisition, restructuring or other expansionary activity. The FinCEN, which drafts regulations implementing the U.S.
Failure of a financial institution to maintain and implement adequate programs to combat money laundering and 17 terrorist financing could have serious legal and reputational consequences for the institution, including the denial by federal regulators of proposed merger, acquisition, restructuring or other expansionary activity. The FinCEN, which drafts regulations implementing the U.S.
The Company also makes available on its website at the Investor Relations link under the heading “Corporate Governance:” (i) its Corporate Governance Standards; (ii) its code of ethics, including the M&T Code of Business Conduct and Ethics and the M&T Code of Ethics for Chief Executive Officer and Senior Financial Officers, and (iii) the charters of the standing committees of 20 the Board of Directors.
The Company also makes available on its website at the Investor Relations link under the heading “Corporate Governance:” (i) its Corporate Governance Standards; (ii) its code of ethics, including the M&T Code of Business Conduct and Ethics and the M&T Code of Ethics for Chief Executive Officer and Senior Financial Officers; and (iii) the charters of the standing committees of the Board of Directors.
The 11 FDIC, as required under the FDIA, established a plan in September 2020 to restore the DIF reserve ratio to meet or exceed the statutory minimum of 1.35 percent within eight years. The increased assessment is intended to improve the likelihood that the DIF reserve ratio would reach the required minimum by the statutory deadline of September 30, 2028.
The FDIC, as required under the FDIA, established a plan in September 2020 to restore the DIF reserve ratio to meet or exceed the statutory minimum of 1.35 percent within eight years. The increased assessment is intended to improve the likelihood that the DIF reserve ratio would reach the required minimum by the statutory deadline of September 30, 2028.
In addition, several states in which the Company operates have enacted or proposed statutes, regulations or guidance addressing climate change and other sustainability issues. For example, in December 2023, the NYSDFS published guidance on climate-related financial risk management applicable to NYSDFS-regulated banking and mortgage organizations, including M&T Bank.
Several states in which the Company operates have enacted or proposed statutes, regulations or guidance addressing climate change and other sustainability issues. For example, in December 2023, the NYSDFS published guidance on climate-related financial risk management applicable to NYSDFS-regulated banking and mortgage organizations, including M&T Bank.
If the Company makes changes in, or provides waivers from, the provisions of its code of ethics that the SEC requires it to disclose, the Company intends to disclose these events in the “Corporate Governance” section of its Investor Relations website. Human Capital Resources M&T recognizes that its employees are the difference makers that drive its success.
If the Company makes changes in, or provides waivers from, the provisions of its code of ethics that the SEC requires it to disclose, the Company intends to disclose these events in the “Corporate Governance” section of its Investor Relations website. 19 Human Capital Resources M&T recognizes that its employees are the difference makers that drive its success.
If, after being so notified, an institution fails to submit an acceptable compliance plan or fails in any material respect to implement an acceptable compliance plan, the agency must issue an order directing action to correct the deficiency and may issue an order directing other actions of the types to which an undercapitalized institution is subject.
If, after being so notified, an institution fails to submit an acceptable 9 compliance plan or fails in any material respect to implement an acceptable compliance plan, the agency must issue an order directing action to correct the deficiency and may issue an order directing other actions of the types to which an undercapitalized institution is subject.
In late 2019, the Federal Reserve and FDIC issued modified rules that, among other things, adjusted the review cycles and applicability of the agencies’ resolution planning requirements. Under these rules, Category IV firms such as M&T are not required to submit resolution plans.
In 2019, the Federal Reserve and FDIC issued modified rules that, among other things, adjusted the review cycles and applicability of the agencies’ resolution planning requirements. Under these rules, Category IV firms such as M&T are not required to submit resolution plans.
The amendments generally fall within the following five categories: (i) increased mandatory controls associated with common attack vectors; (ii) enhanced requirements for privileged accounts; (iii) enhanced notification obligations; (iv) expansion of cyber governance practices; and (v) additional cybersecurity requirements for larger companies.
The amendments generally fall within the following five categories: (i) increased mandatory controls associated with common attack vectors; (ii) enhanced requirements for privileged accounts; (iii) enhanced notification obligations; (iv) expansion of cyber governance practices; and (v) additional cybersecurity 15 requirements for larger companies.
M&T’s annual capital plan is due in April each year. 8 Distributions M&T is a legal entity separate and distinct from its banking and other subsidiaries. Historically, the majority of M&T’s revenue has been from dividends paid to M&T by its subsidiary banks.
M&T’s annual capital plan is due in April each year. Distributions M&T is a legal entity separate and distinct from its banking and other subsidiaries. Historically, the majority of M&T’s revenue has been from dividends paid to M&T by its subsidiary banks.
The FDIC may decline to enforce the cross guaranty provision if it determines that a waiver is in the best interest of the DIF. 9 Volcker Rule The Volcker Rule limits proprietary trading and investing in and sponsoring certain hedge funds and private equity funds (defined as "covered funds" in the Volcker Rule).
The FDIC may decline to enforce the cross guaranty provision if it determines that a waiver is in the best interest of the DIF. Volcker Rule The Volcker Rule limits proprietary trading and investing in and sponsoring certain hedge funds and private equity funds (defined as "covered funds" in the Volcker Rule).
When evaluating a transaction, the Federal Reserve must also take into account the institution's effectiveness in combating money laundering and consider the extent to which the 12 transaction would result in greater or more concentrated risks to the stability of the U.S. banking or financial system.
When evaluating a transaction, the Federal Reserve must also take into account the institution's effectiveness in combating money laundering and consider the extent to which the transaction would result in greater or more concentrated risks to the stability of the U.S. banking or financial system.
Liquidity Under the Tailoring Rules, as a Category IV firm, the Company is not subject to the Federal Reserve and other federal banking regulators rules that implement a U.S. version of the Basel Committee’s LCR requirement, which is intended to ensure that banks hold sufficient amounts of so-called high quality liquid assets to cover the anticipated net cash outflows during a hypothetical acute 30-day stress scenario, or the NSFR, which is designed to promote more medium- and long-term funding of the assets and activities of banks over a one-year time horizon.
Liquidity Under the Tailoring Rules, as a Category IV firm, the Company is not subject to the Federal Reserve and other federal banking regulators' rules that implement a U.S. version of the Basel Committee’s LCR requirement, which is intended to ensure that banks hold sufficient amounts of so-called high quality liquid assets to cover the anticipated net cash outflows during a hypothetical acute 30-day stress scenario, or the NSFR, which is designed to promote more medium- and long-term funding of the assets and activities of banks over a one-year time horizon.
The Federal Reserve frequently uses these instruments of monetary policy, especially its open-market operations and the discount rate, to influence the level of interest rates and to affect the strength of the economy, the level of inflation or the price of the 19 dollar in foreign exchange markets.
The Federal Reserve frequently uses these instruments of monetary policy, especially its open-market operations and the discount rate, to influence the level of interest rates and to affect the strength of the economy, the level of inflation or the price of the dollar in foreign exchange markets.
M&T Bank provides banking products and services through a domestic banking office and ATM network located throughout New York State, Maryland, New Jersey, Pennsylvania, Delaware, Connecticut, Massachusetts, Maine, Vermont, New Hampshire, Virginia, West Virginia, and the District of Columbia.
M&T Bank provides banking products and services through a domestic banking office and ATM network located throughout New York, Maryland, New Jersey, Pennsylvania, Delaware, Connecticut, Massachusetts, Maine, Vermont, New Hampshire, Virginia, West Virginia and the District of Columbia.
Under the Tailoring Rules, Category IV firms, among other things, (i) are not subject to any LCR or NSFR (or, in certain cases, are subject to reduced requirements), (ii) remain eligible to opt-out of the requirement to recognize most elements of accumulated other comprehensive income in regulatory capital, (iii) are no longer subject to company-run stress testing requirements, (iv) are subject to supervisory stress testing on at least a biennial basis rather than an annual basis, (v) are subject to requirements to develop and maintain a capital plan on an annual basis and (vi) are subject to certain liquidity risk management and risk committee requirements.
Under the Tailoring Rules, Category IV firms, among other things, (i) are not subject to any LCR or NSFR (or, in certain cases, are subject to reduced requirements), (ii) remain eligible to opt-out of the requirement to recognize most elements of accumulated other comprehensive income in regulatory capital, (iii) are not subject to company-run stress testing requirements, (iv) are subject to supervisory stress testing on at least a biennial basis rather than an annual basis, (v) are subject to requirements to develop and maintain a capital plan on an annual basis and (vi) are subject to certain liquidity risk management and risk committee requirements.
Wilmington Trust, N.A. and its subsidiaries offer various trust and wealth management services. Among other subsidiaries of M&T is M&T Securities, Inc. which provides institutional brokerage and securities services. M&T and its banking subsidiaries have a number of other special-purpose or inactive subsidiaries.
Wilmington Trust, N.A. and its subsidiaries offer various institutional client and wealth management services. Among other subsidiaries of M&T is M&T Securities, Inc. which provides institutional brokerage and securities services. M&T and its banking subsidiaries have a number of other special-purpose or inactive subsidiaries.
Activities that are financial in nature include securities underwriting and dealing, insurance underwriting and merchant banking. M&T elected to become an FHC in March 2011.
Activities that are financial in nature include securities underwriting and dealing, insurance underwriting and merchant banking. M&T elected to become an FHC in 2011.
Wilmington Trust, N.A. has been designated a special purpose trust company, and is therefore exempt from the requirements of the CRA. In October 2023, the Federal Reserve, the FDIC, and the OCC jointly issued a final rule to modernize CRA regulations and respond to changes in the banking industry.
Wilmington Trust, N.A. has been designated a special purpose trust company, and is therefore exempt from the requirements of the CRA. In October 2023, the Federal Reserve, the FDIC and the OCC jointly issued a final rule to modernize CRA regulations and respond to change in the banking industry.
Tailoring Rules adopted by the Federal Reserve and other federal bank regulators in 2019 assign each U.S.
Tailoring Rules adopted by the Federal Reserve and other federal bank regulators in 2019 assign each 5 U.S.
In addition to base pay, these programs (which vary by country and region) include cash incentives, long term equity-based awards, an employee stock purchase plan, a 401(k) Plan, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, parental leave, family care resources, flexible work schedules (if applicable), employee assistance programs and tuition assistance, among others.
In addition to base pay, these programs (which vary by country and region) include cash incentives, long term equity-based awards, an employee stock purchase plan, a 401(k) plan, health insurance benefits, health savings and flexible spending accounts, paid time off, parental leave, family care resources, flexible work schedules, employee assistance programs and tuition assistance, among others.
A Category IV firm is also able to elect to participate in the supervisory stress test in a year in which the firm would not normally be subject to the supervisory stress test and consequently receive an updated SCB, and M&T has elected to participate in the 2025 supervisory stress test.
A Category IV firm is also able to elect to 7 participate in the supervisory stress test in a year in which the firm would not normally be subject to the supervisory stress test and consequently receive an updated SCB, and M&T elected to participate in the 2025 supervisory stress test.
These other subsidiaries did not represent, individually or collectively, a significant portion of the Company’s consolidated assets, net income and shareholders’ equity at December 31, 2024.
These other subsidiaries did not represent, individually or collectively, a significant portion of the Company’s consolidated assets, net income and shareholders’ equity at December 31, 2025.
Under the current U.S. capital rules, operational risk capital requirements and a capital floor apply only to advanced approaches institutions, and not to the Company. On July 27, 2023, the Federal Reserve, the FDIC and the OCC proposed revisions to the Capital Rules to implement the Basel Committee’s 2017 standards and make other changes to the Capital Rules.
Under the current U.S. capital rules, operational risk capital requirements and a capital floor apply only to advanced approaches institutions, and not to the Company. In July 2023, the Federal Reserve, the FDIC and the OCC proposed revisions to the Capital Rules to implement the Basel Committee’s 2017 standards and make other changes to the Capital Rules.
The excess compensation would be based on the amount the executive officer would have received had the incentive-based compensation been determined using the restated financials. The NYSE’s listing standards pursuant to the SEC’s rule became effective October 2, 2023. M&T’s clawback policy adopted in accordance with these listing standards is included as Exhibit 97.1 of this Form 10-K.
The excess compensation would be based on the amount the executive officer would have received had the incentive-based compensation been determined using the restated financial statements. The NYSE’s listing standards pursuant to the SEC’s rule became effective October 2023. M&T’s clawback policy adopted in accordance with these listing standards is included as Exhibit 97.1 of this Form 10-K.
Copies of such governance documents are also available, free of charge, to any person who requests them. Such requests may be directed to M&T Bank Corporation, Shareholder Relations Department, One M&T Plaza, Buffalo, NY 14203-2399 (Telephone: (716) 842-5986).
Copies of such governance documents are also available, free of charge, to any person who requests them. Such requests may be directed to M&T Bank Corporation, Shareholder Relations Department, One M&T Plaza, Buffalo, NY 14203 (Telephone: (716) 842-5138).
On October 22, 2024, the CFPB finalized a new rule that requires a provider of payment accounts or products, such as a bank, to make data available to consumers upon request regarding the products or services they obtain from the provider.
In October 2024, the CFPB finalized a new rule that requires a provider of payment accounts or products, such as a bank, to make data available to consumers upon request regarding the products or services they obtain from the provider.
On August 29, 2023, the Federal Reserve, the FDIC and the OCC issued a proposed rule that would require Category II through Category IV BHCs and IDIs with $100 billion or more in consolidated assets (as well as their IDI affiliates) to maintain minimum amounts of eligible long-term debt (generally, debt that is unsecured, has a maturity greater than one year from issuance and satisfies additional criteria), subject to a three-year phase-in period.
In August 2023, the Federal Reserve, the FDIC and the OCC issued a proposed rule that would, among other things, require Category II through Category IV BHCs and IDIs with $100 billion or more in consolidated assets (as well as their IDI affiliates) to maintain minimum amounts of eligible long-term debt (generally, debt that is unsecured, has a maturity greater than one year from issuance 13 and satisfies additional criteria), subject to a three-year phase-in period.
That employee base was concentrated in the Northeast and Mid-Atlantic U.S., with approximately 47% of employees residing in New York, followed by approximately 10% in Maryland, 9% in Connecticut, 8% in Pennsylvania, 7% in Delaware and 11% in other states where M&T Bank operates domestic banking offices.
That employee base was concentrated in the Northeast and Mid-Atlantic U.S., with approximately 47% of employees residing in New York, followed by approximately 10% in Maryland, 9% in Connecticut, 7% in each of Pennsylvania and Delaware and 12% in other states where M&T Bank operates domestic banking offices.
The Company also invests in cultivating its leaders of tomorrow through various internal programs including its Manager Acceleration Program, Management Development Program, Executive Associate Program, Technology Development Program, Rising Leadership Development Program and EquityOne. Compensation, Health and Wellness The Company provides comprehensive compensation and benefits programs intended to attract, retain and incentivize its employees.
The Company also invests in cultivating its leaders of tomorrow through various internal programs including its Manager Acceleration Program, Management Development Program, Executive Associate Program, Technology Development Program, Rising Leadership Development Program and Ascend Sponsorship Program. 20 Compensation, Health and Wellness The Company provides comprehensive compensation and benefits programs intended to attract, retain and incentivize its employees.
Trust and other fiduciary services are offered by M&T Bank and through its wholly-owned subsidiary, Wilmington Trust Company. At December 31, 2024, M&T Bank and its subsidiaries represented over 99% of the consolidated assets of the Company. Wilmington Trust, N.A. is a national bank with total assets of $711 million at December 31, 2024.
Trust and other fiduciary services are offered by M&T Bank and through its wholly-owned subsidiary, Wilmington Trust Company. At December 31, 2025, M&T Bank and its subsidiaries represented over 99% of the consolidated assets of the Company. Wilmington Trust, N.A. is a national bank with total assets of $773 million at December 31, 2025.
Overall, the average tenure of the Company’s employees is 9.6 years and the average tenure of the Company’s executive officers is 15.3 years. Talent Attraction, Engagement and Development The Company leverages various channels to effectively identify, develop and recruit high-caliber talent throughout its footprint including its existing employee base.
Overall, the average tenure of the Company’s employees is 9.5 years and the average tenure of the Company’s executive officers is 16.3 years. Talent Attraction, Engagement and Development The Company leverages various channels to effectively identify, develop and recruit high-caliber talent throughout its footprint including its existing employee base.
The Company’s wellness programs provide employees and their families with resources that may be helpful in navigating life events and are designed to provide support to help improve their well-being. In addition to addressing employees’ physical needs through flexible and convenient medical plan and telemedicine options, M&T supports employees’ emotional health and social well-being through various programs offered to employees.
The Company’s wellness programs provide employees and their families with resources that may be helpful in navigating life events and are designed to help employees improve their well-being. In addition to addressing employees’ physical needs through flexible and convenient telemedicine options, M&T supports emotional health and social well-being through various mental and behavioral health programs offered to employees.
Copies of such reports and other information are also available at no charge to any person who requests them or at www.sec.gov. Such requests may be directed to M&T Bank Corporation, Shareholder Relations Department, One M&T Plaza, Buffalo, NY 14203-2399 (Telephone: (716) 842-5986). 22
Copies of such reports and other information are also available at no charge to any person who requests them or at www.sec.gov. Such requests may be directed to M&T Bank Corporation, Shareholder Relations Department, One M&T Plaza, Buffalo, NY 14203 (Telephone: (716) 842-5138). 21
Conversely, certain states have enacted, or have proposed to enact, statutes, regulations or policies that prohibit financial institutions from denying or canceling products or services to a person or business, or otherwise discriminating against a person or business in making available products or services, on the basis of certain social or political factors or other activities.
Fair Access to Financial Services In recent years, certain states have enacted, or have proposed to enact, statutes, regulations or policies that prohibit financial institutions from denying or canceling products or services to a person or business, or otherwise discriminating against a person or business in making available products or services, on the basis of certain social or political factors or other activities.
The Company’s strategy to create and maintain a highly competitive workforce focuses on recruiting, engaging, developing and retaining high-performing individuals whose strengths align with M&T’s values, purpose and leadership competencies. As of December 31, 2024, the Company employed 21,873 full-time and 481 part-time employees.
The Company’s strategy to create and maintain a highly competitive workforce focuses on recruiting, engaging, developing and retaining high-performing individuals whose strengths align with M&T’s values, purpose and leadership competencies. As of December 31, 2025, the Company employed 21,839 full-time and 439 part-time employees.
The only activities that, as a class, contributed 10% or more of the sum of consolidated interest income and other income in any of the last three years were interest income on loans and leases each year and interest income on deposits at banks in each of 2024 and 2023.
The only activities that, as a class, contributed 10% or more of the sum of consolidated interest income and other income in any of the last three years were interest income on loans in each of 2025, 2024 and 2023, interest income on investment securities in 2025 and interest income on deposits at banks in each of 2024 and 2023.
Under the revisions, IDIs such as M&T Bank with $100 billion or more in total assets that are not affiliates of U.S. global systemically important banking organizations are required to submit resolution plans on a three-year cycle, with an interim supplement updating key information submitted in the off years.
IDIs such as M&T Bank with $100 billion or more in total assets that are not affiliates of U.S. global systemically important banking organizations are required to submit resolution plans on a three-year cycle, with an interim supplement updating key information submitted in the off years. M&T Bank made its first submission under the new rule in July 2025.
Approximately 8% of the Company’s employee base resides outside of its retail banking footprint, inclusive of 147 international employees predominantly based in the United Kingdom, Ireland, Germany and Canada. The Company’s employee base includes 5,566 employees that support customers in the retail branch network.
Approximately 8% of the Company’s employee base resides outside of its retail banking footprint, inclusive of 148 international employees predominantly based in the United Kingdom, Ireland, Canada and Germany. The Company’s employee base includes 5,473 employees that support customers in the retail banking office network.
Item 1. Business. M&T is a New York business corporation that is registered as an FHC under the BHCA and as a BHC under Article III-A of the New York Banking Law. M&T was incorporated in November 1969. At December 31, 2024, M&T had two wholly-owned bank subsidiaries: M&T Bank and Wilmington Trust, N.A.
Item 1. Business. M&T is a New York business corporation that has elected to be treated as an FHC under the BHCA and is a BHC under Article III-A of the New York Banking Law. M&T was incorporated in November 1969. At December 31, 2025, M&T had two wholly-owned bank subsidiaries: M&T Bank and Wilmington Trust, N.A.
Further information regarding the Company's corporate governance, including the Board of Directors, its committee structure and membership and the Company’s governance policies and principles, is provided in M&T's Proxy Statement for the 2025 Annual Meeting of Shareholders, which will be filed with the SEC pursuant to Regulation 14A not later than 120 days after the end of 2024.
Further information regarding the Company's corporate governance, including the Board of Directors, its committee structure and membership and the Company’s governance policies and principles, is provided in the 2026 Proxy Statement, which will be filed with the SEC pursuant to Regulation 14A not later than 120 days after the end of 2025.
Financial technology companies, using digital, mobile and other technologies, also are increasingly offering traditional banking products and services, which has resulted in the Company contending with a broader range of competitors, including many that are not located within the geographic footprint of the Company’s banking office network.
Financial technology companies, using digital, mobile and other technologies, including stablecoins, also are increasingly offering traditional banking products and services (or products and services that could be viewed as substitutes for traditional banking products and services), which has resulted in the Company contending with a broader range of competitors, including many that are not located within the geographic footprint of the Company’s banking office network.
The FDIC has separately required IDIs with $50 billion or more in total assets, such as M&T Bank, to submit to the FDIC periodic plans for resolution in the event of the institution’s failure.
The FDIC has separately required IDIs with $50 billion or more in total assets, such as M&T Bank, to submit to the FDIC periodic plans for resolution in the event of the institution’s failure. In June 2024, the FDIC finalized amendments to the resolution planning requirements for IDIs with $50 billion or more in total assets.
The Company also recruits at a broad range of higher education institutions throughout its footprint and engages with various industry groups and organizations to promote job opportunities. In addition, the Company leverages candidate experience surveys to help improve the applicant experience.
Employees regularly attend recruiting events with organizations and audiences across various backgrounds. The Company also recruits at a broad range of higher education institutions throughout its footprint and engages with various industry groups and organizations to promote job opportunities. In addition, the Company leverages candidate experience surveys to help improve the applicant experience.
Most of the amendments became effective in 2024, and all of the amendments will be effective by the end of 2025.
Most of the amendments became effective in 2024, and all of the amendments were effective by the end of 2025.
The Company's total share of the FDIC's special assessment is estimated to be $231 million, of which $74 million was paid in 2024. The amount of estimated FDIC special assessments remaining to be paid and included in Accrued interest and other liabilities in the Company's Consolidated Balance Sheet at December 31, 2024 was $157 million.
The Company's total share of the FDIC's special assessment is estimated at $194 million, of which $98 million and $74 million was paid in 2025 and 2024, respectively. The amount of FDIC special assessment remaining to be paid and included in Accrued interest and other liabilities in the Company's Consolidated Balance Sheet at December 31, 2025 was $22 million.
The Federal Reserve may impose more stringent requirements (e.g., frequency of supervisory stress tests or capital plan submissions) based on various factors. In June 2024, the Federal Reserve released the results of its most recent supervisory stress tests. Based on those results, on October 1, 2024, M&T's SCB of 3.8% became effective.
The Federal Reserve may impose more stringent requirements (e.g., frequency of supervisory stress tests or capital plan submissions) based on various factors. In June 2025, the Federal Reserve released the results of its most recent supervisory stress tests. Based on those results and the current rules, on October 1, 2025, M&T's SCB of 2.7% became effective.
An unsatisfactory CRA evaluation could result in the delay or denial of acquisition or merger applications, among other activities. M&T Bank has a current rating of "Outstanding" from the Federal Reserve. M&T Bank is also subject to New York State CRA examination and currently has a rating of "Outstanding" from the NYSDFS.
An unsatisfactory CRA evaluation could result in the delay or denial of acquisition or merger applications, among other activities. M&T Bank's most recent CRA rating was "Outstanding" from the Federal Reserve. M&T Bank is also subject to New York State CRA examination and its most recent rating was "Outstanding" from the NYSDFS.
The final rule is currently enjoined while a federal court considers a lawsuit challenging the rule. 18 BSA Regulation and AML Obligations Federal laws and regulations impose obligations on U.S. financial institutions, including banks and broker-dealer subsidiaries, to implement and maintain appropriate policies, procedures and controls which are reasonably designed to prevent, detect and report instances of money laundering and the financing of terrorism and to verify the identity of their customers.
BSA Regulation and AML Obligations Federal laws and regulations impose obligations on U.S. financial institutions, including banks and broker-dealer subsidiaries, to implement and maintain appropriate policies, procedures and controls which are reasonably designed to prevent, detect and report instances of money laundering and the financing of terrorism and to verify the identity of their customers.
The banks collectively offer a wide range of retail and commercial banking, trust and wealth management, and investment services to their customers. The Company had consolidated total assets of $208.1 billion, deposits of $161.1 billion and shareholders’ equity of $29.0 billion at December 31, 2024. The principal executive offices of M&T and M&T Bank are located in Buffalo, New York.
The banks collectively offer a wide range of retail and commercial banking, wealth management, trust and institutional services to their customers. The Company had consolidated total assets of $213.5 billion, deposits of $166.9 billion and shareholders’ equity of $29.2 billion at December 31, 2025. The principal executive offices of M&T and M&T Bank are located in Buffalo, New York.
Limits on Undercapitalized Depository Institutions The FDIA establishes a system of regulatory remedies to resolve the problems of undercapitalized institutions, referred to as the prompt corrective action framework.
The Federal Reserve has not issued a similar proposal. Limits on Undercapitalized Depository Institutions The FDIA establishes a system of regulatory remedies to resolve the problems of undercapitalized institutions, referred to as the prompt corrective action framework.
Additional employee development is cultivated through a variety of learning offerings on topics such as technical skills, job-specific knowledge and professional development, including courses aligned with the Company's enterprise-wide leadership competencies. Training content is made available as synchronous, asynchronous and blended learning solutions to promote employee access.
Additional employee development is cultivated through a variety of learning offerings on topics such as technical skills, job-specific knowledge and professional development, including courses aligned with the Company's enterprise-wide leadership competencies.
On July 27, 2023, the Federal Reserve, the FDIC and the OCC proposed revisions to the capital framework applicable to BHCs with $100 billion or more in assets, such as M&T, which would also apply to their depository institution subsidiaries.
In July 2023, the Federal Reserve, the FDIC and the OCC proposed revisions to the capital framework applicable to BHCs with $100 billion or more in assets, such as M&T, which would also apply to their depository institution subsidiaries. For further discussion of the capital framework, see the section captioned "Capital Requirements" included herein.
Amendments expanding the scope of and requirements under the California Consumer Privacy Act generally became effective in January 2023. 16 Consumer Protection Laws and the CFPB Supervision In connection with their respective lending and leasing activities, M&T Bank, Wilmington Trust, N.A. and certain of their subsidiaries, are each subject to a number of federal and state laws designed to protect consumers and promote lending to various sectors of the economy.
Consumer Protection Laws and the CFPB Supervision In connection with their respective lending and leasing activities, M&T Bank, Wilmington Trust, N.A. and certain of their subsidiaries, are each subject to a number of federal and state laws designed to protect consumers and promote lending to various sectors of the economy.
In addition, federal law permits states to adopt consumer protection laws and standards that are more stringent than those adopted at the federal level and, in certain circumstances, permits state attorneys general to enforce compliance with both the state and federal laws and regulations.
If adopted as proposed, the proposed rule would lower the maximum permissible interchange fee that issuers may collect. Federal law permits states to adopt consumer protection laws and standards that are more stringent than those adopted at the federal level and, in certain circumstances, permits state attorneys general to enforce compliance with both the state and federal laws and regulations.
Employees also participate in action planning within individual work groups. The Company also encourages engagement with communities through the allotment of 40 hours of paid volunteer time each year.
Employees also participate in action planning within individual work groups. The Company also encourages engagement with communities through the allotment of 40 hours of paid volunteer time each year. M&T employees volunteer thousands of hours and serve on the boards of hundreds of not-for-profit organizations within the communities the Company serves.
For purposes of the CRA, M&T is regulated by the Federal Reserve. A financial institution’s performance in helping to meet the credit needs of its community is evaluated in the context of information about the institution (capacity, constraints and business strategies), its community (demographic and economic data, lending, investment, and service opportunities), and its competitors and peers.
A financial institution’s performance in helping to meet the credit needs of its community is evaluated in the context of information about the institution (capacity, constraints and business strategies), its community (including population, income, housing, and other economic data, as well as lending, investment, and service opportunities), and its competitors and peers.
For a holding company that has more than one IDI subsidiary, such as M&T, the $5 billion exclusion is allocated among the company’s IDI subsidiaries in proportion to each IDI’s estimated uninsured deposits. The special assessments are being collected at a quarterly rate of 3.36 basis points over eight quarters in 2024 and 2025.
For a holding company that has more than one IDI subsidiary, such as M&T, the 11 $5 billion exclusion is allocated among the company’s IDI subsidiaries in proportion to each IDI’s estimated uninsured deposits. The special assessments are tax deductible.
Accordingly, it is currently subject to a CET1 capital requirement of 8.3% (a sum of the SCB and the minimum CET1 capital ratio). BHCs with total consolidated assets of $100 billion or more, including Category IV BHCs such as M&T, must annually submit capital plans as part of the Federal Reserve’s process.
BHCs with total consolidated assets of $100 billion or more, including Category IV BHCs such as M&T, must annually submit capital plans as part of the Federal Reserve’s process.
If an IDI fails, insured and uninsured depositors, along with the FDIC, will have priority in payment ahead of unsecured, non-deposit creditors, including depositors whose deposits are payable only outside of the U.S. and the parent BHC, with respect to any extensions of credit they have made to such IDI. 15 Financial Privacy and Cybersecurity The federal banking regulators have adopted rules that limit the ability of banks and other financial institutions to disclose non-public and personally identifiable information about consumers to non-affiliated third parties.
If an IDI fails, insured and uninsured depositors, along with the FDIC, will have priority in payment ahead of unsecured, non-deposit creditors, including depositors whose deposits are payable only outside of the U.S. and the parent BHC, with respect to any extensions of credit they have made to such IDI.
In 2024, M&T employees volunteered approximately 246,000 hours and served on the boards of over 1,000 not-for-profit organizations. 21 Another key pillar of engagement, employee development and growth, is fostered through the Company's strong performance management philosophy focused on reinforcing corporate values, providing continuous, transparent feedback and recognizing and rewarding outstanding performance.
Another key pillar of engagement, employee development and growth, is fostered through the Company's strong performance management philosophy focused on reinforcing corporate values, providing continuous, transparent feedback and recognizing and rewarding outstanding performance.
As of September 30, 2024, the FDIC’s total loss estimate was $24.1 billion, of which $18.9 billion will be recovered through the special assessment. Under the rule, the assessment base is the estimated uninsured deposits that an IDI reported in its Consolidated Report of Condition and Income at December 31, 2022, excluding the first $5 billion in estimated uninsured deposits.
Under the rule, the assessment base is the estimated uninsured deposits that an IDI reported in its Consolidated Report of Condition and Income at December 31, 2022, excluding the first $5 billion in estimated uninsured deposits.
For example, the DOJ announced in September 2024 its withdrawal from the 1995 Bank Merger Guidelines to assess the competitive effects of bank merger transactions.
The standards by which mergers and acquisitions involving depository institutions or BHCs are evaluated by regulators continue to evolve. For example, the DOJ announced in September 2024 its withdrawal from the 1995 Bank Merger Guidelines to assess the competitive effects of bank merger transactions.
In addition, the NYSDFS issued guidance emphasizing that its regulated banking institutions, including M&T Bank, must ensure that any incentive compensation arrangements tied to employee performance indicators are subject to effective risk management, oversight and control. 13 Resolution Planning and Resolution-Related Requirements Pursuant to the Dodd-Frank Act, as amended by the EGRRCPA, certain BHCs are required to report periodically to the Federal Reserve and the FDIC a resolution plan for their rapid and orderly resolution in the event of material financial distress or failure.
Resolution Planning and Resolution-Related Requirements Pursuant to the Dodd-Frank Act, as amended by the EGRRCPA, certain BHCs are required to report periodically to the Federal Reserve and the FDIC a resolution plan for their rapid and orderly resolution in the event of material financial distress or failure.
In August 2024, FinCEN adopted a rule extending AML obligations, including maintenance of an AML program and filing certain reports with FinCEN, to registered investment advisers, like certain of M&T’s subsidiaries. Compliance with the rule is required beginning on January 1, 2026. OFAC Regulation The U.S. has imposed economic sanctions that prohibit transactions with designated foreign countries, nationals and others.
In August 2024, FinCEN adopted a rule extending AML obligations, including maintenance of an AML program and filing certain reports with FinCEN, to registered investment advisers, like certain of M&T’s subsidiaries.
For further discussion of the proposed revisions to the capital framework, see the section captioned "Capital Requirements" included herein in this Part I, Item 1. Capital Requirements M&T and its subsidiary banks are required to comply with applicable Capital Rules, which are based on Basel III.
Capital Requirements M&T and its subsidiary banks are required to comply with applicable Capital Rules, which are based on Basel III.
It is not possible to predict the nature of future changes in monetary and fiscal policies or the effect which they may have on the Company’s business and earnings.
It is not possible to predict the nature of future changes in monetary and fiscal policies or the effect which they may have on the Company’s business and earnings. 18 Climate-Related and Other Sustainability Developments In recent years, certain lawmakers and regulators in and outside of the U.S. have increased their focus on financial institutions’ and other companies’ risk oversight, disclosures and practices in connection with climate change and other sustainability matters.
The OFAC rules are included as part of M&T’s BSA/AML Compliance Program, which M&T continues to monitor and augment, where necessary. Federal Reserve Policies The earnings of the Company are significantly affected by the monetary and fiscal policies of governmental authorities, including the Federal Reserve.
Federal Reserve Policies The earnings of the Company are significantly affected by the monetary and fiscal policies of governmental authorities, including the Federal Reserve.
Interchange fees, or "swipe" fees, are charges that merchants pay to card-issuing banks, such as M&T Bank, for processing electronic payment transactions.
The impact of these developments on banking organizations subject to CFPB regulation and supervision, including the Company, is uncertain. In October 2023, the Federal Reserve proposed amendments to its rules on interchange fees. Interchange fees, or "swipe" fees, are charges that merchants pay to card-issuing banks, such as M&T Bank, for processing electronic payment transactions.
Acquisitions Federal and state laws impose notice and approval requirements for mergers and acquisitions involving depository institutions or BHCs.
The FDIC has adjusted the amount of the special assessment since 2023 and has indicated that the amount of the special assessment may be adjusted in the future should its loss estimates change. Acquisitions Federal and state laws impose notice and approval requirements for mergers and acquisitions involving depository institutions or BHCs.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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See "Capital Requirements" and "Resolution Planning and Resolution-Related Requirements" under Part I, Item 1, "Business" for information regarding the federal banking regulators’ July 2023 proposal implementing the revisions to the Basel capital framework and August 2023 long-term debt proposal.
See "Capital Requirements" and "Resolution Planning and Resolution-Related Requirements" under Part I, Item 1, "Business" for information regarding the federal banking regulators’ July 2023 proposal implementing revisions to the Basel capital framework and August 2023 long-term debt proposal.
If competitors are slow to reduce rates they pay on deposits, the Company’s funding costs could be adversely impacted, either because the Company could be forced to hold rates higher to avoid losing deposits or because the Company loses deposits and must rely on more expensive sources of funding.
If competitors are slow to reduce rates they pay on deposits, the Company’s funding costs could be adversely impacted, either because the Company could be forced to hold rates higher to avoid losing deposits or the Company loses deposits and must rely on more expensive sources of funding.
A disruption or breach, including as a result of a cyber attack, or media reports of perceived security vulnerabilities at the Company or at third-party service providers could result in significant legal and financial exposure, regulatory intervention, remediation costs, damage to reputation or loss of confidence in the security of systems, products and services that could adversely affect the Company’s business.
A disruption or breach, including as a result of a cyber attack, or media reports of perceived security vulnerabilities at the Company or at third-party service providers could result in significant legal and financial exposure, regulatory intervention, remediation costs, damage to the Company's reputation, or loss of confidence in the security of systems, products and services that could adversely affect the Company’s business.
For example, changes in interest rates or interest rate spreads may: • Affect the difference between the interest that the Company earns on assets and the interest that the Company pays on liabilities, which impacts the Company’s overall net interest income and profitability. • Adversely affect the ability of borrowers to meet obligations under variable or adjustable-rate loans and other debt instruments (including due to an inability to refinance loans), which, in turn, affects the Company’s loss rates on those assets. • Decrease the demand for interest rate-based products and services, including loans and deposits. • Affect the Company’s ability to hedge various forms of market and interest rate risk and may decrease the profitability or protection or increase the risk or cost associated with such hedges. • Affect mortgage prepayment speeds and result in the impairment of capitalized mortgage servicing assets, reduce the value of loans held for sale and increase the volatility of mortgage banking revenues, potentially adversely affecting the Company’s results of operations.
For example, changes in interest rates or interest rate spreads may: • Affect the difference between the interest that the Company earns on assets and the interest that the Company pays on liabilities, which impacts the Company’s overall net interest income and profitability. • Adversely affect the ability of borrowers to meet obligations under variable or adjustable-rate loans and other debt instruments (including due to an inability to refinance loans), which, in turn, affects the Company’s loss rates on those assets. • Decrease the demand for interest rate-based products and services, including loans and deposits. • Affect the Company’s ability to hedge various forms of market and interest rate risk and may decrease the profitability or protection or increase the risk or cost associated with such hedges. • Affect mortgage prepayment speeds and result in the impairment of capitalized mortgage loan servicing assets, reduce the value of loans held for sale and increase the volatility of mortgage banking revenues, potentially adversely affecting the Company’s results of operations.
In some cases, governmental authorities have required 28 criminal pleas or admissions of wrongdoing as part of such settlements, which could have significant collateral consequences for a financial institution, including loss of customers, restrictions on the ability to access the capital markets, and the inability to operate certain businesses or offer certain products for a period of time.
In some cases, governmental authorities have required criminal pleas or admissions of wrongdoing as part of such settlements, which could have significant collateral consequences for a financial institution, including loss of customers, restrictions on the ability to access the capital markets, and the inability to operate certain businesses or offer certain products for a period of time.
The Company’s liquidity and ability to fund and operate the business could be materially adversely affected by a variety of conditions and factors, including financial and credit market disruptions and volatility or a lack of market or customer confidence in financial markets in general, which may result in a loss of customer deposits or outflows of cash or collateral and/or ability to access capital markets on favorable terms.
The Company’s liquidity position and ability to fund and operate the business could be materially adversely affected by a variety of conditions and factors, including financial and credit market disruptions and volatility or a lack of market or customer confidence in financial markets in general, which may result in a loss of customer deposits or outflows of cash or collateral and/or ability to access capital markets on favorable terms.
In addition, laws, regulations, and the expectations of federal and state banking regulators, investors and other stakeholders regarding appropriate climate risk management, practices and disclosures are continuously evolving and may require financial institutions including the Company, to adhere to new or heightened requirements and expectations regarding the disclosure and 44 management of their climate risks and related lending, investment, operations and advisory activities.
In addition, laws, regulations, and the expectations of federal and state banking regulators, investors and other stakeholders regarding appropriate climate-related risk management, practices and disclosures are continuously evolving and may require financial institutions including the Company, to adhere to new or heightened requirements and expectations regarding the disclosure and management of their climate-related risks and related lending, investment, operations and advisory activities.
If the Company is not able to hire or retain highly skilled, qualified and diverse individuals, it may be unable to execute its business strategies and may suffer adverse consequences to its business, financial condition and results of operations. The Company’s compensation practices are subject to review and oversight by the Federal Reserve, the OCC, the FDIC and other regulators.
If the Company is not able to hire or retain highly skilled and qualified individuals, it may be unable to execute its business strategies and may suffer adverse consequences to its business, financial condition and results of operations. The Company’s compensation practices are subject to review and oversight by the Federal Reserve, the OCC, the FDIC and other regulators.
The Company may also need to raise additional capital and liquidity through the issuance of stock, which could dilute the ownership of existing stockholders, or reduce or even eliminate common stock dividends or share repurchases to preserve capital and liquidity. 32 If the Company is unable to maintain or grow its deposits, it may be subject to paying higher funding costs.
The Company may also need to raise additional capital and liquidity through the issuance of stock, which could dilute the ownership of existing stockholders, or reduce or even eliminate common stock dividends or share repurchases to preserve capital and liquidity. If the Company is unable to maintain or grow its deposits, it may be subject to paying higher funding costs.
Therefore, the Company is, or in the future may be, particularly vulnerable to adverse changes in economic conditions in the Northeast and Mid-Atlantic regions, as well as events particularly affecting those 27 regions. The credit quality of the Company’s borrowers may deteriorate for reasons that are outside the Company’s control, including prevailing economic and market conditions and asset valuations.
Therefore, the Company is, or in the future may be, particularly vulnerable to adverse changes in economic conditions in the Northeast and Mid-Atlantic regions, as well as events particularly affecting those regions. The credit quality of the Company’s borrowers may deteriorate for reasons that are outside the Company’s control, including prevailing economic and market conditions and asset valuations.
In addition, enforcement matters could impact the Company’s supervisory and CRA ratings, which may in turn restrict or limit the Company’s activities. A prior enforcement action also increases the risk that regulators and governmental authorities pursue formal enforcement actions in connection with the resolution of an inquiry or investigation, even if unrelated to the prior enforcement action.
In addition, enforcement matters could impact the Company’s supervisory and CRA ratings, which may in turn restrict or limit the Company’s activities. A prior enforcement action also increases the risk that regulators and governmental authorities pursue formal 27 enforcement actions in connection with the resolution of an inquiry or investigation, even if unrelated to the prior enforcement action.
Emerging and evolving factors such as the shift to work-from-home or hybrid-work arrangements, changing consumer preferences (including for online shopping), and resulting changes in occupancy rates as a result of these and other trends can also impact such valuations over relatively short periods.
Evolving factors such as the shift to work-from-home or hybrid-work arrangements, changing consumer preferences (including for online shopping), and resulting changes in occupancy rates as a result of these and other trends can also impact such valuations over relatively short periods.
Management believes that the assumptions and judgment used to record tax-related assets or liabilities have been appropriate. Should tax laws change or the tax authorities' interpretations of tax laws and regulations differ from management’s assumptions or interpretations, the result and adjustments required could have a material effect on the Company’s results of operations.
Management believes that the assumptions and judgment used to record tax-related assets or liabilities have been appropriate. Should tax laws change or the tax authorities' interpretations of tax laws and regulations differ from management’s assumptions or interpretations, 25 the result and adjustments required could have a material effect on the Company’s results of operations.
Depending on the impact of pandemics, military conflicts, terrorism and other detrimental or destabilizing global and national events on general economic and market conditions, consumer and corporate spending and investment and borrowing patterns, there is a risk that adverse conditions could occur, including supply chain disruptions; higher inflation; decreased demand for the 43 Company’s products and services or those of its borrowers, which could increase credit risk; challenges related to maintaining sufficient qualified personnel due to labor shortages, talent attrition, employee illness and willingness to return to work; and disruptions to business operations at the Company and at counterparties, vendors and other service providers.
Depending on the impact of pandemics, military conflicts, terrorism and other detrimental or destabilizing global and national events on general economic and market conditions, consumer and corporate spending and investment and borrowing patterns, there is a risk that adverse conditions could occur, including supply chain disruptions; higher inflation; decreased demand for the Company’s products and services or those of its borrowers, which could increase credit risk; 42 challenges related to maintaining sufficient qualified personnel due to labor shortages, talent attrition, employee illness and willingness to return to work; and disruptions to business operations at the Company and at counterparties, vendors and other service providers.
Financial services institutions are interrelated as a result of trading, clearing, counterparty, or other relationships. The Company has exposure to many different industries and counterparties, and routinely executes transactions with counterparties in the financial services industry, including commercial banks, brokers and dealers, investment banks, and other institutional clients.
Financial services institutions are interrelated as a result of trading, clearing, counterparty, and other relationships. The Company has exposure to many different industries and counterparties, and routinely executes transactions with counterparties in the financial services industry, including commercial banks, brokers and dealers, investment banks, and other institutional clients.
In addition, the emergence, adoption and evolution of new technologies that do not require intermediation, including distributed ledgers such as digital assets and blockchain, as well as advances in robotic process automation, could significantly affect the competition for financial services.
In addition, the emergence, adoption and evolution of new technologies that do not require intermediation, including distributed ledgers such as digital assets and blockchain, as well as advances in robotic process automation and AI, could significantly affect the competition for financial services.
The legal and regulatory environment relating to AI is uncertain and rapidly evolving, and includes regulation targeted specifically at AI as well as provisions in intellectual property, privacy, consumer protection, employment and other laws applicable to the use of AI.
The legal and regulatory environment relating to AI is uncertain and rapidly evolving, and includes regulation targeted specifically at AI as well as provisions in intellectual property, privacy, consumer protection, employment and other laws 38 applicable to the use of AI.
Though the Company has insurance against some cyber risks and attacks, it may not be sufficient to offset the impact of a material loss event. 37 The Company, as well as third parties with which the Company does business, has expanded the use of cloud service providers, which could experience system breakdowns or failures, outages, downtime, cyber attacks, negative changes to financial condition, bankruptcy, or other adverse conditions, which could have a material adverse effect on the Company’s business and reputation.
Though the Company has insurance against some cyber risks and attacks, it may not be sufficient to offset the impact of a material loss event. 36 The Company, as well as third parties with which the Company does business, has expanded the use of cloud service providers, which could experience system breakdowns or failures, outages, downtime, cyber attacks, negative changes to financial condition, bankruptcy, or other adverse conditions, which could have a material adverse effect on the Company’s business and reputation.
The actions of the Federal Reserve influence 26 the rates of interest that the Company charges on loans and that the Company pays on borrowings and interest-bearing deposits and can also affect the value of the Company’s on-balance sheet and off-balance sheet financial instruments.
The actions of the Federal Reserve influence the rates of interest that the Company charges on loans and that the Company pays on borrowings and interest-bearing deposits and can also affect the value of the Company’s on-balance sheet and off-balance sheet financial instruments.
The Company’s assets, communities, operations, reputation and customers could be adversely affected by the impacts of climate risk. The Company operates in regions where its businesses and the activities of its customers could be negatively impacted by climate risk.
The Company’s assets, communities, operations, reputation and customers could be adversely affected by the impacts of climate-related risk. The Company operates in regions where its businesses and the activities of its customers could be negatively impacted by climate-related risk.
Strategic Risk • The financial services industry is highly competitive and creates competitive pressures that could adversely affect the Company’s revenue and profitability. • Difficulties in obtaining regulatory approval for acquisitions and in combining the operations of acquired entities with the Company’s own operations may prevent M&T from achieving expected benefits from acquisitions. • The Company could suffer if it fails to attract and retain skilled personnel. 23 Operational Risk • The Company is subject to operational risk which could adversely affect the Company’s business and reputation and create material legal and financial exposure. • The Company’s information systems may experience interruptions or breaches in security, including due to events beyond the Company’s control. • The Company could incur higher costs, experience lower revenue, and suffer reputational damage in the event of the theft, loss or misuse of information, including due to a cyber attack. • The Company is subject to laws and regulations relating to the privacy of the information of customers, clients, employees or others, and any failure to comply with these laws and regulations could expose the Company to liability and/or reputational damage. • M&T relies on other companies to provide key components of the Company’s business infrastructure. • The development and use of AI, including by third parties, presents risks and challenges that may adversely impact M&T. • The Company is or may become involved from time to time in suits, legal proceedings, information-gathering requests, investigations and proceedings by governmental and self-regulatory agencies that may lead to adverse consequences.
Strategic Risk • The financial services industry is highly competitive and creates competitive pressures that could adversely affect the Company’s revenue and profitability. • Difficulties in obtaining regulatory approval for acquisitions and in combining the operations of acquired entities with the Company’s own operations may prevent M&T from achieving expected benefits from acquisitions. • The Company could suffer if it fails to attract and retain skilled personnel. 22 Operational Risk • The Company is subject to operational risk which could adversely affect the Company’s business and reputation and create material legal and financial exposure. • The Company’s information systems may experience interruptions or breaches in security, such as cyber attacks, including due to events beyond the Company’s control. • The Company could incur higher costs, experience lower revenue, and suffer reputational damage in the event of the theft, loss or misuse of information, including due to a cyber attack. • The Company is subject to laws and regulations relating to the privacy of the information of customers, clients, employees or others, and any failure to comply with these laws and regulations could expose the Company to liability and/or reputational damage. • M&T relies on other companies to provide key components of the Company’s business infrastructure. • The development and use of AI, including by third parties, presents risks and challenges that may adversely impact M&T. • The Company is or may become involved from time to time in suits, legal proceedings, information-gathering requests, investigations and proceedings by governmental and self-regulatory agencies that may lead to adverse consequences.
Although the Company is not aware of any material losses relating to cybersecurity incidents, there can be no assurance that unauthorized access or cybersecurity incidents will not become known or occur or that the Company will not suffer such losses in the future. 38 The Company is subject to laws and regulations relating to the privacy of the information of customers, clients, employees or others, and any failure to comply with these laws and regulations could expose the Company to liability and/or reputational damage.
Although the Company is not aware of any material losses relating to cybersecurity incidents, there can be no assurance that unauthorized access or cybersecurity incidents will not become known or occur or that the Company will not suffer such losses in the future. 37 The Company is subject to laws and regulations relating to the privacy of the information of customers, clients, employees or others, and any failure to comply with these laws and regulations could expose the Company to liability and/or reputational damage.
In addition, the Dodd-Frank Act required those agencies, along with the SEC, to adopt rules to require reporting of incentive compensation and to prohibit certain compensation arrangements.
In addition, the Dodd-Frank Act required those agencies, along with 34 the SEC, to adopt rules to require reporting of incentive compensation and to prohibit certain compensation arrangements.
Limitations on M&T’s ability to receive dividends from its subsidiaries could have a material adverse effect on its liquidity and ability to pay dividends on its stock or interest and principal on its debt, and ability to fund purchases of its common stock. 33 Strategic Risk The financial services industry is highly competitive and creates competitive pressures that could adversely affect the Company’s revenue and profitability.
Limitations on M&T’s ability to receive dividends from its subsidiaries could have a material adverse effect on its liquidity and ability to pay dividends on its stock or interest and principal on its debt, and ability to fund purchases of its common stock. 32 Strategic Risk The financial services industry is highly competitive and creates competitive pressures that could adversely affect the Company’s revenue and profitability.
These evolving laws and regulations could require changes in the 39 Company’s or third parties’ implementation of AI technology and increase the Company’s compliance costs and risk of non-compliance.
These evolving laws and regulations could require changes in the Company’s or third parties’ implementation of AI technology and increase the Company’s compliance costs and risk of non-compliance.
For additional information, see "Critical Accounting Estimates" in Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and note 1 of Notes to Financial Statements in Part II, Item 8, "Financial Statements and Supplemental Data" of this Form 10-K. 41 The Company’s models used for business planning purposes could perform poorly or provide inadequate information.
For additional information, see "Critical Accounting Estimates" in Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and note 1 of Notes to Financial Statements in Part II, Item 8, "Financial Statements and Supplemental Data" of this Form 10-K. 40 The Company’s models used for business planning purposes could perform poorly or provide inadequate information.
The allowance is determined by management’s evaluation of the loan and lease portfolio based on such factors as the differing economic risks associated with each loan category, the current financial condition of specific borrowers, the economic environment in which borrowers operate, the level of delinquent loans, the value of any collateral and, where applicable, the existence of any guarantees or indemnifications.
The allowance is determined by management’s evaluation of the loan portfolio based on such factors as the differing economic risks associated with each loan category, the current financial condition of specific borrowers, the current and forecasted economic environment in which borrowers operate, the level of delinquent loans, the value of any collateral and, where applicable, the existence of any guarantees or indemnifications.
Risks Relating to Compliance and the Regulatory Environment • The Company is subject to extensive government regulation and supervision and this regulatory environment can be and has been significantly impacted by financial regulatory reform initiatives. • The Company may be subject to more stringent capital and liquidity requirements and new requirements relating to long-term debt. • M&T’s ability to return capital to shareholders and to pay dividends on common stock may be adversely affected by market and other factors outside of its control and will depend, in part, on the results of supervisory stress tests administered by the Federal Reserve. • If an orderly liquidation of a systemically important BHC or non-bank financial company were triggered, M&T could face assessments for the OLF.
Risks Relating to Compliance and the Regulatory Environment • The Company is subject to extensive government regulation and supervision and this regulatory environment can be and has been significantly impacted by financial regulatory reform initiatives. • The Company may be subject to more stringent capital and liquidity requirements. • M&T’s ability to return capital to shareholders and to pay dividends on common stock may be adversely affected by market and other factors outside of its control and will depend, in part, on the results of supervisory stress tests administered by the Federal Reserve. • If an orderly liquidation of a systemically important BHC or non-bank financial company were triggered, M&T could face assessments for the OLF.
For example, there is litigation pending to challenge the Federal Reserve’s regulation on permissible interchange fees on the ground that the regulations allow higher interchange fees than permitted by statute, which, if successful, could significantly and adversely affect the fees banks can charge on debit card transactions.
For example, there is litigation pending to challenge the Federal Reserve’s regulation on permissible interchange fees on the grounds that the regulations allow higher interchange fees than permitted by statute, which, if successful, could significantly and adversely affect the fees banks can charge on debit card transactions.
The following risk factors set forth some of the risks that could materially and adversely impact the Company, although there may be additional risks that are not presently material or known that may adversely affect the Company. Market Risk Weakness in the economy has adversely affected the Company in the past and may adversely affect the Company in the future.
The following risk factors set forth some of the risks that could materially and adversely impact the Company, although there may be additional risks that are not presently material or known that may adversely affect the Company. 23 Market Risk Weakness in the economy, or fluctuations in market factors, has adversely affected the Company in the past and may adversely affect the Company in the future.
The total amount that the Company pays for funding costs is dependent, in part, on the Company’s ability to maintain or grow its deposits. If the Company is unable to sufficiently maintain or grow its deposits to meet liquidity objectives, it may be subject to paying higher funding costs.
The total amount that the Company pays for funding is dependent, in part, on the Company’s ability to maintain or grow its customer deposits. If the Company is unable to sufficiently maintain or grow 31 its deposits to meet liquidity objectives, it may be subject to paying higher funding costs.
The Company uses quantitative models to assist in measuring risks and estimating or predicting certain financial values, among other uses. The Company uses models throughout many of its business lines, relying on them, along with its judgement, for many decision making processes.
The Company uses quantitative models to assist in measuring risks and estimating or predicting certain financial values, among other uses. The Company uses models throughout many of its business lines, relying on them, along with its judgment, for many decision making processes.
The federal banking agencies have issued joint guidance on executive compensation designed to help ensure that a banking organization’s incentive 35 compensation policies do not encourage imprudent risk taking and are consistent with the safety and soundness of the organization.
The federal banking agencies have issued joint guidance on incentive compensation designed to help ensure that a banking organization’s incentive compensation policies do not encourage imprudent risk taking and are consistent with the safety and soundness of the organization.
In particular, a cybersecurity event impacting the Company’s or its customers’ data could have a negative impact on the Company’s reputation and customer confidence in the Company and 42 its cybersecurity. Damage to the Company’s reputation could also adversely affect its credit ratings and access to the capital markets.
In particular, a cybersecurity event impacting the Company’s or its customers’ data could have a negative impact on the Company’s reputation and customer confidence in the Company and 41 its cybersecurity. Damage to the Company’s reputation could also adversely affect its credit ratings and access to the capital markets.
Item 1A. Risk Factors. Risk Factors Summary Market Risk • Weakness in the economy has adversely affected the Company in the past and may adversely affect the Company in the future. • The Company’s business and financial performance is impacted significantly by market interest rates and movements in those rates.
Item 1A. Risk Factors. Risk Factors Summary Market Risk • Weakness in the economy, or fluctuations in market factors, has adversely affected the Company in the past and may adversely affect the Company in the future. • The Company’s business and financial performance is impacted significantly by market interest rates and movements in those rates.
For example, due to divergent stakeholder views regarding climate change, the Company’s reputation may be damaged, its financial condition could suffer, and its ability to attract and retain employees may be harmed as a result of any perceived ineffective identification, monitoring or management of risks relating to providing financial services to certain industries or projects that are sensitive to a transition to a lower carbon economy, as well as any decisions the Company makes to continue to conduct or change its activities in response to considerations relating to climate change including achieving climate-related goals and targets.
For example, due to divergent stakeholder views regarding climate change, the Company’s reputation may be damaged, its financial condition could suffer, and its ability to attract and retain employees may be harmed as a result of any perceived ineffective identification, monitoring or management of risks relating to providing financial services to certain industries or projects that are sensitive to a transition to a lower carbon economy, as well as any decisions the Company makes to continue to conduct or change its activities in response to considerations relating to climate-related financial risk management.
In addition, due to the inherent subjectivity of the assessments and unpredictability of the outcome of legal proceedings, amounts accrued may not 40 represent the ultimate loss to the Company from the legal proceedings in question.
In addition, due to the inherent subjectivity of the 39 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.
Competition for qualified and diverse candidates in the activities in which the Company engages and markets that the Company serves is significant, and the Company may not be able to hire candidates and retain them. Growth in the Company’s business, including through acquisitions, may increase its need for additional qualified personnel.
Competition for qualified and high-performing candidates in the activities in which the Company engages and markets that the Company serves is significant, and the Company may not be able to hire candidates and retain them. Growth in the Company’s business, including through acquisitions, may increase its need for additional qualified personnel.
Similarly, residential real estate valuations can be impacted by housing trends, the availability of financing at reasonable interest rates, governmental policy regarding housing and housing finance, and general economic conditions affecting consumers, as described above. The Company maintains an allowance for credit losses which represents, in management’s judgment, the amount of losses expected in the loan and lease portfolio.
Similarly, residential real estate valuations can be impacted by housing trends, the availability of financing at reasonable interest rates, governmental policy regarding housing and housing finance, and general economic conditions affecting consumers, as described above. The Company maintains an allowance for loan losses that represents, in management’s judgment, the amount of losses expected in the loan portfolio.
Financial technology providers, who invest substantial resources in developing and designing new technology (in particular digital and mobile technology) are beginning to offer more traditional banking products (either directly or through bank partnerships) and may in the future be able to provide additional services by obtaining a bank-like charter, such as the OCC’s financial technology company charter.
Financial technology providers, who invest substantial resources in developing and designing new technology (in particular digital and mobile technology) are beginning to offer more traditional banking products (either directly or through bank partnerships), or products that may be viewed as substitutes for traditional banking products, and may in the future be able to provide additional services by obtaining a bank-like charter, such as the OCC’s financial technology company charter.
The results of future supervisory stress tests and the impact of proposed revisions to capital and long-term debt requirements upon the stress testing framework are uncertain, and a more severe outcome may result in a higher SCB and an increase in M&T’s effective capital requirements.
The results of future supervisory stress tests and the impact of proposed revisions to capital requirements upon the stress testing framework are uncertain, and a more severe outcome may result in a higher SCB and an increase in M&T’s effective capital requirements.
If the Company is unable to continue to fund assets through customer bank deposits or access funding sources on reasonable terms or if the Company suffers an increase in borrowing costs or otherwise fails to manage liquidity effectively, the Company’s liquidity, operating margins, financial condition and results of operations may be materially adversely affected.
If the Company is unable to continue to fund assets through customer deposits or access to other funding sources at reasonable terms or if the Company suffers an increase in borrowing costs or otherwise fails to manage liquidity effectively, the Company’s liquidity, operating margins, financial condition and results of operations may be materially adversely affected.
For example, the Company could experience higher credit losses, incur higher operating expenses or realize less revenue than originally anticipated related to an acquired entity. • Changes in banking or tax laws or regulations that could impair or eliminate the expected benefits of merger and acquisition activities. • Reputational risks.
For example, the Company could experience higher credit losses, incur higher operating expenses or realize less revenue than originally anticipated related to an acquired entity. • Changes in banking or tax laws or regulations that could impair or eliminate the expected benefits of merger and acquisition activities. • Risks of harm to the Company's reputation.
Management believes that the allowance for credit losses as of December 31, 2024 appropriately reflects expected credit losses in the loan and lease portfolio. However, there is no assurance that the allowance is sufficient to cover all credit losses that may occur. The Company may be adversely affected by the soundness of other financial institutions.
Management believes that the allowance for loan losses as of December 31, 2025 appropriately reflects expected credit losses in the loan portfolio. However, there is no assurance that the allowance is sufficient to cover all credit losses that may occur. The Company may be adversely affected by the soundness of other financial institutions.
The FOMC increased the federal funds target interest rate through several hikes totaling 5.25% during 2022 and 2023 and held that interest rate at the elevated level until it began decreasing the federal funds target interest rate in September through December 2024.
The FOMC increased the federal funds target interest rate through several hikes during 2022 and 2023 and held that interest rate at the elevated level until it began decreasing the federal funds target interest rate in September through December 2024.
Credit losses are inherent in the business of making loans and entering into other financial arrangements. 30 Factors that influence the Company’s credit loss experience include: (i) overall economic conditions affecting businesses and consumers, generally; (ii) the impact of commercial and residential real estate values on loans to real estate builders and developers and other loans secured by such real estate; (iii) the concentration of commercial real estate loans in the Company’s loan portfolio, including construction loans, loans secured by office, retail, health services, hospitality and multifamily properties and loans secured by property in the New York City and certain other large metropolitan areas; (iv) the concentration of commercial and industrial loans to businesses in the Northeastern and Mid-Atlantic regions of the U.S.; (v) the repayment performance associated with first and second lien loans secured by residential real estate; and (vi) the size of the Company’s portfolio of loans to individual consumers, which historically have experienced higher net charge-offs as a percent of loans outstanding than loans to other types of borrowers.
Factors that influence the Company’s credit loss experience include: (i) overall economic conditions affecting businesses and consumers, generally; (ii) the impact of commercial and residential real estate values on loans to real estate builders and developers and other loans secured by such real estate; (iii) the concentration of commercial real estate loans in the Company’s loan 29 portfolio, including construction loans, loans secured by office, retail, health services, hospitality and multifamily properties and loans secured by property in the New York City and certain other large metropolitan areas; (iv) the concentration of commercial and industrial loans to businesses in the Northeastern and Mid-Atlantic regions of the U.S.; (v) the repayment performance associated with first and second lien loans secured by residential real estate; and (vi) the size of the Company’s portfolio of loans to individual consumers, which historically have experienced higher net charge-offs as a percent of loans outstanding than loans to other types of borrowers.
The Company’s information systems may experience interruptions or breaches in security, including due to events beyond the Company’s control. The Company relies heavily on communications and information systems, including those of third-party service providers, to conduct its business.
The Company’s information systems may experience interruptions or breaches in security, such as cyber attacks, including due to events beyond the Company’s control. The Company relies heavily on communications and information systems, including those of third-party service providers, to conduct its business.
The Company has established processes and procedures intended to identify, measure, monitor, report, and analyze the types of risk to which it is subject, including liquidity risk, credit risk, market risk, interest rate risk, compliance risk, strategic risk, reputational risk, and operational risk related to its employees, systems and vendors, among others.
The Company has established processes and procedures intended to identify, measure, monitor, report, and analyze the types of risk to which it is subject, including liquidity risk, credit risk, market risk, interest rate risk, compliance risk, strategic risk, risks related to harm to the Company's reputation, and operational risks related to its employees, systems and vendors, among others.
Pandemics, such as the COVID-19 pandemic; acts of war; military conflicts, including current conflicts in eastern Europe and in the Middle East; or terrorism and other adverse external events, including severe weather and other natural disasters, could have a significant impact on the Company’s ability to conduct business.
Pandemics; acts of war; military conflicts, including current conflicts in eastern Europe and in the Middle East; or terrorism and other adverse external events, including severe weather and other natural disasters, could have a significant impact on the Company’s ability to conduct business.
Negative news about the Company or the financial services industry generally may reduce market or customer confidence in the Company, which could in turn materially adversely affect the Company’s liquidity and funding.
Negative news about the Company or the financial services industry generally may reduce market or customer confidence in the Company, which could in turn materially adversely affect the Company’s liquidity position and ability to raise funding.
For more information on the regulations to which the Company is subject and recent initiatives to reform financial institution regulation, see Part I, Item 1, "Business." The Company may be subject to more stringent capital and liquidity requirements and new requirements relating to long-term debt.
For more information on the regulations to which the Company is subject and recent initiatives to reform financial institution regulation, see Part I, Item 1, "Business." The Company may be subject to more stringent capital and liquidity requirements.
Some of the decisions that the Company’s regulators make, including those related to capital distributions to M&T’s stockholders, could be affected adversely due to their perception that the quality of the models used to generate the relevant information is insufficient. The Company is exposed to reputational risk which could negatively impact investor and customer confidence.
Some of the decisions that the Company’s regulators make, including those related to capital distributions to M&T’s stockholders, could be affected adversely due to their perception that the quality of the models used to generate the relevant information is insufficient. The Company's reputation may be harmed, which could negatively impact investor and customer confidence.
Operational risk also encompasses reputational risk and compliance and legal risk, which is the risk of loss from violations of, or noncompliance with, laws, rules, regulations, prescribed practices or ethical standards, as well as the risk of noncompliance with contractual and other obligations.
Operational risk also encompasses risks of harm to the Company's reputation, and compliance and legal risk, which is the risk of loss from violations of, or noncompliance with, laws, rules, regulations, prescribed practices or ethical standards, as well as the risk of noncompliance with contractual and other obligations.
Any requisite approval could be delayed or not obtained at all, including due to, among other factors, an adverse development in either party’s regulatory standing or in any other factors considered by regulators when granting such approval, including 34 factors not known at the time of entering into the definitive agreement for the acquisition or submission of the related application for regulatory approval, and factors that may arise subsequently; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment more generally.
Any requisite approval could be delayed or not obtained at all, including due to, among other factors, an adverse development in either party’s regulatory standing or in any other factors considered by regulators when granting such approval, including factors not known at the time of entering into the definitive agreement for the acquisition or submission of the related application for regulatory approval, and factors that may arise subsequently; governmental, political 33 or community group inquiries, investigations or opposition, including those based on concerns regarding policies or practices related to fair access to financial services; or changes in legislation or the political environment more generally.
Moreover, there has been an increased focus by investors and other stakeholders on topics related to corporate policies and approaches regarding diversity, equity and inclusion matters and environmental, social and governance matters.
Moreover, there has been an increased focus by investors and other stakeholders on topics related to corporate policies and approaches relating to environmental, social and governance matters.
As a general matter, if M&T is unable to maintain capital in excess of regulatory minimum levels inclusive of its SCB, it would be subject to limitations on its ability to make capital distributions, including paying dividends and repurchasing stock.
As a general matter, if M&T is unable to maintain capital in excess of regulatory minimum levels inclusive of its SCB, it would be subject to limitations on its ability to make capital distributions, including paying dividends and repurchasing stock. At December 31, 2025 M&T's SCB was 2.7%.
The Company could suffer if it fails to attract and retain skilled personnel. The Company's success depends, in large part, on its ability to attract and retain key individuals and to have a diverse workforce.
The Company could suffer if it fails to attract and retain skilled personnel. The Company's success depends, in large part, on its ability to attract and retain key individuals and to have a workforce of broad and varied skill sets.
In addition to customer deposits, sources of liquidity include brokered deposits and borrowings from securities dealers, the FHLB of New York and the FRB of New York, as well as the debt and equity capital markets.
In addition to customer deposits, other sources of liquidity, including brokered deposits and borrowings from securities dealers, the FHLB of New York and the FRB of New York, as well as the debt and equity capital markets, are available to the Company.
Concern regarding the ability of Congress to reach agreement on federal budgetary matters (including the debt ceiling), or total or partial governmental shutdowns, also can adversely affect the economy and increase the risk of economic instability or market volatility, which could have adverse consequences on the Company's business, financial condition, liquidity and results of operations.
Concern regarding the ability of Congress to reach agreement on federal budgetary matters (including the debt ceiling), or total or partial governmental shutdowns, also can adversely affect the economy and increase the risk of economic instability or market volatility, which could have adverse consequences on the Company's business, financial condition, liquidity and results of operations. 24 The Company’s business and financial performance is impacted significantly by market interest rates and movements in those rates.
Business Risk • Changes in accounting standards could impact the Company’s reported financial condition and results of operations. • The Company’s reported financial condition and results of operations depend on management’s selection of accounting methods and require management to make estimates about matters that are uncertain. • The Company’s models used for business planning purposes could perform poorly or provide inadequate information. • The Company is exposed to reputational risk which could negatively impact investor and customer confidence. • The Company’s framework for managing risks may not be effective. • Pandemics, acts of war or terrorism and other adverse external events could significantly impact the Company’s business. • The Company’s assets, communities, operations, reputation and customers could be adversely affected by the impacts of climate risk. 24 Risk Factors M&T and its subsidiaries face a number of potential risks and uncertainties that are difficult to predict.
Business Risk • Changes in accounting standards could impact the Company’s reported financial condition and results of operations. • The Company’s reported financial condition and results of operations depend on management’s selection of accounting methods and require management to make estimates about matters that are uncertain. • The Company’s models used for business planning purposes could perform poorly or provide inadequate information. • The Company's reputation may be harmed, which could negatively impact investor and customer confidence. • The Company’s framework for managing risks may not be effective. • Pandemics, acts of war or terrorism and other adverse external events could significantly impact the Company’s business. • The Company’s assets, communities, operations, reputation and customers could be adversely affected by the impacts of climate-related risk.
In addition, adverse developments at other financial institutions, including failures of other financial institutions, could result in negative media coverage regarding the financial services industry, which may negatively influence the perceptions of investors, borrowers or depositors 31 regarding the financial services industry in general, a subset of financial institutions or M&T in particular.
In addition, adverse developments at other financial institutions, including failures of other financial institutions, could result in negative media coverage regarding the financial services industry, which may negatively influence the perceptions of investors, borrowers or depositors regarding the financial services industry in general, a subset of financial institutions or M&T in particular. 30 Liquidity Risk The Company must maintain adequate sources of funding and liquidity.
The trends and risks affecting borrower credit quality, particularly in the Northeast and Mid-Atlantic regions, have caused, and in the future may cause, the Company to experience impairment charges, which are reductions in the recoverable value of an asset, and higher costs (e.g. servicing, foreclosure, property maintenance), each of which could have a material adverse effect on the Company’s business, financial condition and results of operations.
The trends and risks affecting borrower credit quality, particularly in the Northeast and Mid-Atlantic regions, have caused, and in the future may cause, the Company to experience impairment charges, which are reductions in the recoverable value of an asset, and higher costs (e.g. servicing, foreclosure, property maintenance), each of which could have a material adverse effect on the Company’s business, financial condition and results of operations. 26 The discontinuation of benchmark rates as permissible rate indices in new contracts and the development of alternative benchmark indices to replace discontinued benchmarks could adversely impact the Company’s business and results of operations.
Information security risks for large financial institutions such as M&T have increased significantly in recent years in part because of the proliferation of new technologies, such as AI and digital and mobile banking to conduct financial transactions, the increased connectivity of third parties (including contractors) and electronic devices to our systems, and the increased sophistication and activities of organized crime, hackers, terrorists, nation-states, activists and other external parties. 36 There have been increasing efforts on the part of third parties, including through cyber attacks, to breach data security at financial institutions or with respect to financial transactions.
Information security risks for large financial institutions such as M&T have increased significantly in recent years in part because of the proliferation of new technologies, such as AI and digital and mobile banking to conduct financial transactions, the increased connectivity of third parties (including contractors) and electronic devices to the Company's systems, and the increased sophistication and activities of organized crime, hackers, terrorists, nation-states, activists and other external parties.
Significant examples include the General Data Protection Act, the UK General Data Protection Act, known as The Data Protection Act of 2018, and the California Consumer Privacy Act.
Significant examples include the General Data Protection Regulation, the United Kingdom General Data Protection Regulation, known as The Data Protection Act of 2018, and the California Consumer Privacy Act and corresponding regulations.
There have been numerous instances involving financial services and consumer-based companies reporting unauthorized access to and disclosure of client or customer information or the destruction or theft of corporate data, including by executive impersonation and third party vendors, or the freezing of operating systems and databases making them inaccessible or unusable.
There have been increasing efforts on the part of third parties, including through cyber attacks, to breach data security at financial institutions or with respect to financial transactions. 35 There have been numerous instances involving financial services and consumer-based companies reporting unauthorized access to and disclosure of client or customer information or the destruction or theft of corporate data, including by executive impersonation and third party vendors, or the freezing of operating systems and databases making them inaccessible or unusable.
For example, the COVID-19 pandemic created economic and financial disruptions that adversely affected, and may in the future adversely affect, the Company’s business, financial condition, capital and results of operations.
For example, the Coronavirus disease 2019 pandemic created economic and financial disruptions that adversely affected the Company’s business, financial condition, capital and results of operations.
Such chronic shifts and acute events could damage or otherwise impact the value or productivity of customers’ assets and disrupt the Company’s operations and the operations of customers or third parties on which the Company relies.
Such chronic shifts and acute events could damage or otherwise impact the value or productivity of customers’ assets and disrupt the Company’s operations and the operations of customers or third parties on which the Company relies. They could also result in market volatility, negatively impact the Company’s customers’ ability to repay outstanding loans, and deteriorate the value of collateral.
M&T’s ability to return capital to shareholders and to pay dividends on common stock may be adversely affected by market and other factors outside of its control and will depend, in part, on the results of supervisory stress tests administered by the Federal Reserve.
The long-term debt proposal, if adopted, would require the Company to maintain more long-term debt than it does currently, which would likely adversely affect interest expense, net interest income and net interest margin. 28 M&T’s ability to return capital to shareholders and to pay dividends on common stock may be adversely affected by market and other factors outside of its control and will depend, in part, on the results of supervisory stress tests administered by the Federal Reserve.
The application of certain of these regulations to banking organizations, such as the Company, have been modified, including in connection with the implementation of the Tailoring Rules in the EGRRCPA. Following the failures of certain large banks in 2023, the banking regulators have indicated they may revise the liquidity requirements applicable to large financial institutions.
The application of certain of these regulations to banking organizations, such as the Company, have been modified, including in connection with the implementation of the Tailoring Rules in the EGRRCPA.
Liquidity Risk The Company must maintain adequate sources of funding and liquidity. The Company must maintain adequate funding sources in the normal course of business to support its operations and fund outstanding liabilities, as well as meet regulatory requirements and supervisory expectations.
The Company must maintain adequate funding sources in the normal course of business to support its operations and fund outstanding liabilities, as well as meet regulatory requirements and supervisory expectations. The Company primarily relies on core customer deposits to be a reasonable cost and stable source of funding for the loans it makes and the operations of its business.
For example, higher inflation, or volatility and uncertainty related to inflation, could reduce demand for the Company’s products, adversely affect the creditworthiness of the Company’s borrowers, result in lower values for the Company’s investment securities and other interest-earning assets and increase expense related to talent acquisition and retention. 25 Additionally, economic conditions, financial markets and inflationary pressures may be adversely affected by the impact of current or anticipated geopolitical uncertainties; military conflicts, including current conflicts in eastern Europe and the Middle East; political uncertainty in the U.S.; potential changes to federal taxation rates; the impact of international trade policies, including tariffs; pandemics, including the COVID-19 pandemic; and global, national and local responses thereto by governmental authorities and other third parties.
Additionally, economic conditions, financial markets and inflationary pressures may be adversely affected by the impact of current or anticipated geopolitical uncertainties; military conflicts; political uncertainty in the U.S.; potential changes to federal taxation rates; the impact of international trade policies, including tariffs; pandemics; and global, national and local responses thereto by governmental authorities and other third parties.
Regulatory scrutiny of capital and liquidity levels at BHCs and IDI subsidiaries has increased in recent years and has resulted in increased regulatory focus on all aspects of capital planning, including dividends and other distributions to shareholders of banks, such as parent BHCs.
Events in the banking industry have in the past resulted, and could in the future result, in increased regulatory focus on all aspects of capital planning, including dividends and other distributions to shareholders of banks, such as parent BHCs.
Such risks may result in increased expenses or otherwise adversely impact the Company and its customers, including the ability of customers to repay outstanding loans.
Transition risks may arise from changes in consumer and business preferences, legislation, regulation, policy, and technological advancement associated with the changes necessary to limit climate change. Such risks may result in increased expenses or otherwise adversely impact the Company and its customers, including the ability of customers to repay outstanding loans.
Any such withdrawals could result in higher funding costs to the Company as it loses a lower cost source of funding, and significant unanticipated withdrawals could materially and adversely affect the Company’s liquidity, financial condition and results of operations. M&T relies on dividends from its subsidiaries for its liquidity. M&T is a separate and distinct legal entity from its subsidiaries.
Any such withdrawals could result in higher funding costs to the Company as it loses a lower cost source of funding, and significant unanticipated withdrawals could materially and adversely affect the Company’s liquidity, financial condition and results of operations. In July 2025 the GENIUS Act, which establishes a regulatory framework for “payment stablecoins” and their issuers, was signed into law.
For example, the Federal Reserve, the FDIC, and the OCC jointly issued interagency guidance for large financial institutions on principles for climate-related financial risk management in October 2023, the NYSDFS issued guidance for New York State-regulated banking and mortgage institutions relating to the management of material financial risks from climate change in December 2023, and the SEC finalized climate-related disclosure rules in March 2024, although the SEC disclosure rules are currently stayed pending judicial review.
For example, the NYSDFS issued guidance for New York State-regulated banking and 43 mortgage institutions relating to the management of material financial risks from climate change in December 2023.
They could also result in market volatility, negatively impact the Company’s customers’ ability to repay outstanding loans, and damage or deteriorate the value of collateral. Over time such risks may result in both increasing premiums for and reduced availability of insurance and have a broader impact on the economy.
For example, over time, the occurrence of acute climate events may result in both increasing insurance premiums for and reduced availability of insurance, which could have a broader impact on the economy. Further, climate-related risk may manifest from efforts to transition to a low-carbon economy.
Removed
The Company’s business and financial performance is impacted significantly by market interest rates and movements in those rates.
Added
Risk Factors M&T and its subsidiaries face a number of potential risks and uncertainties that are difficult to predict.
Removed
The discontinuation of benchmark rates as permissible rate indices in new contracts and the development of alternative benchmark indices to replace discontinued benchmarks could adversely impact the Company’s business and results of operations.
Added
For example, higher inflation, or volatility and uncertainty related to inflation, could reduce demand for the Company’s products, adversely affect the creditworthiness of the Company’s borrowers, result in lower values for the Company’s investment securities and other interest-earning assets and increase expense related to talent acquisition and retention.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Ongoing audits, including vulnerability and penetration testing of the Company’s computing infrastructure, are performed by independent third parties and by our internal cybersecurity personnel. The Company has also established processes to oversee and identify cybersecurity risks from third-party service providers.
Ongoing audits, including vulnerability and penetration testing of the Company’s computing infrastructure, are performed by independent third parties and by internal cybersecurity personnel. The Company has also established processes to oversee and identify cybersecurity risks from third-party service providers.
The Risk Framework includes oversight by management through a multi-tiered committee structure responsible for overseeing proactive risk identification, developing an aggregated view of 45 risks, and providing a consistent governance methodology across the Company.
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.
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 Framework is designed to ensure the Board of Directors and its Risk 44 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 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 cyber and Information Security Program. The Risk Committee of the Board and the Board of Directors receive the results of the Company’s annual cybersecurity risk assessment.
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.
Third-party service providers (including suppliers and business partners) are required to have security policies, standards and procedures that meet or exceed the information security guidelines as specified in the Information Security Program. The Company has an established third-party due diligence program designed to ensure vendors meet the Company's expectations as agreed to in their contract.
Third-party service providers (including suppliers and business partners) are required to have security policies, standards and procedures that meet or exceed the information security guidelines as specified in the Enterprise Cybersecurity Program. The Company has an established third-party due diligence program designed to ensure vendors meet the Company's expectations as agreed to in their contract.
Aligned with leading industry standards, including the U.S. Department of Commerce’s National Institute of Standards and Technology Cybersecurity Framework, the Information Security 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.
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 Company’s Information Security Awareness Program, a component of the Information Security Program, is designed to ensure that all employees and contingent workers are aware of relevant cyber-related policies, principles, standards and practices, as well as new and current regulatory requirements related to safeguarding customer and corporate information assets.
The Company’s Information Security Awareness Program, a component of the Enterprise Cybersecurity Program, is designed to ensure that all employees and contingent workers are aware of relevant cyber-related policies, principles, standards and practices, as well as new and current regulatory requirements related to safeguarding customer and corporate information assets.
The Information Security 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.
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.
Roles, responsibilities and expectations for service providers and other third parties are communicated and documented through contracts (and other associated agreements) and monitored through oversight as part of the Company’s Third-Party Risk Management Program. The Company’s Cybersecurity Leadership Team includes the CISO who is responsible for overseeing and reporting on the development and implementation of the Company's Information Security Program.
Roles, responsibilities and expectations for service providers and other third parties are communicated and documented through contracts (and other associated agreements) and monitored through oversight as part of the Company’s Third-Party Risk Management Program. The Company’s Cybersecurity Leadership Team includes the CISO who is responsible for overseeing and reporting on the development and implementation of the Company's Enterprise Cybersecurity Program.
The Risk Committee of the Board of Directors, including a subcommittee of the Risk Committee, 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 Information Security Program, which is supported by the governance structure defined within the Risk Framework.
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 currently serves on the Advisory Council for New York University's Graduate School of Engineering, as well as the Advisory Board for University of North Carolina - Charlotte College of Computing and Informatics. The CISO reports to the Company’s Chief Information Officer, Mr. Michael A.
The CISO currently serves on the Advisory Council for New York University's Graduate School of Engineering, as well as the Advisory Board for University of North Carolina - Charlotte College of Computing and Informatics. The CISO reports to the Company’s Chief Technology and Operations Officer, who has two decades of experience in the financial and technology industries.
Wisler holds a Masters of Science in Management of Information Technology from the University of Virginia. In addition, the Cybersecurity Leadership Team includes management with expertise in vulnerability management, digital forensics, threat intelligence, software development, cybersecurity operations, and project management. Many individuals on the Cybersecurity Leadership Team hold cybersecurity-relevant certifications.
In addition, the Cybersecurity Leadership Team includes management with expertise in vulnerability management, digital forensics, threat intelligence, software development, cybersecurity operations, and project 45 management. Many individuals on the Cybersecurity Leadership Team hold cybersecurity-relevant certifications.
Wisler, who is an Executive Officer of M&T and has two decades of experience in the financial and technology industries. Prior to joining the Company in 46 2018, Mr. Wisler served as Chief Technology Officer of North American Credit Cards and Chief Information Officer of Europe at Capital One Financial Corporation. Mr.
Prior to joining the Company in 2018, M&T's Chief Technology and Operations Officer served as Chief Technology Officer of North American Credit Cards and Chief Information Officer of Europe at Capital One Financial Corporation and he holds a Masters of Science in Management of Information Technology from the University of Virginia.

Item 2. Properties

Properties — owned and leased real estate

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The cost and accumulated depreciation and amortization of the Company’s premises and equipment and information regarding the Company’s lease arrangements is detailed in note 5 of Notes to Financial Statements filed herewith in Part II, Item 8, “Financial Statements and Supplementary Data.”
The cost and accumulated depreciation and amortization of the Company’s premises and equipment and information regarding the Company’s lease arrangements is detailed in note 5 of Notes to Financial Statements filed herewith in Part II, Item 8, “Financial Statements and Supplementary Data.” Item 3. Legal Proceedings.
M&T's subsidiary banks serviced customers through 955 domestic banking office locations primarily concentrated in the Northeastern and Mid-Atlantic regions of the U.S, of which 360 are owned and 595 are leased at December 31, 2024. The Company also leases office space and other facilities to support its business operations.
M&T's subsidiary banks serviced customers through 942 domestic banking office locations primarily concentrated in the Northeastern and Mid-Atlantic regions of the U.S, of which 350 are owned and 592 are leased at December 31, 2025. The Company also leases office space and other facilities to support its business operations.
Added
Refer to note 20 of Notes to Financial Statements filed herewith in Part II, Item 8, “Financial Statements and Supplementary Data” regarding legal proceedings.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Item 4. Mine Safety Disclosures. Not applicable. 47 Executive Officers of the Registrant Information concerning M&T’s executive officers is presented below. The year the officer was first appointed to the indicated position with M&T or certain of its subsidiaries is shown parenthetically. Executive Officer and Position Age Business Experience Year of Employment René F.
Item 4. Mine Safety Disclosures. Not applicable. 46 Executive Officers of the Registrant Information concerning M&T’s executive officers is presented below. The year the officer was first appointed to the indicated position with M&T or certain of its subsidiaries is shown parenthetically. Executive Officer and Position Age Business Experience Year of Employment René F.
Bible was the Chief Financial Officer of Truist Financial Corporation and its predecessor, Branch Banking and Trust Company, from 2009 to 2022. 2023 Peter G. D’Arcy Senior Executive Vice President of M&T and M&T Bank, head of Commercial Banking 51 Senior Executive Vice President (2022) of M&T and M&T Bank and head of the Commercial Banking Division. Mr.
Bible was the Chief Financial Officer of Truist Financial Corporation and its predecessor, Branch Banking and Trust Company, from 2009 to 2022. 2023 Peter G. D’Arcy Senior Executive Vice President of M&T and M&T Bank, Head of Commercial Banking 52 Senior Executive Vice President (2022) of M&T and M&T Bank and Head of the Commercial Banking Division (2022). Mr.
Bible Senior Executive Vice President and Chief Financial Officer of M&T and M&T Bank 63 Senior Executive Vice President and Chief Financial Officer (2023) of M&T, M&T Bank and Wilmington Trust, N.A. Prior to joining M&T, Mr.
Bible Senior Executive Vice President and Chief Financial Officer of M&T and M&T Bank 64 Senior Executive Vice President and Chief Financial Officer (2023) of M&T, M&T Bank and Wilmington Trust, N.A. Prior to joining M&T, Mr.
Jones Chief Executive Officer, Chairman of the Board of M&T and M&T Bank 60 Chief Executive Officer, Chairman of the Board and a Director of M&T and M&T Bank (2017). Previously, Mr.
Jones Chief Executive Officer, Chairman of the Board of M&T and M&T Bank 61 Chief Executive Officer, Chairman of the Board and a Director (2017) of M&T and M&T Bank. Previously, Mr.
Consumer Bank from 2017 to 2021. 2024 Julianne Urban Senior Executive Vice President and Chief Auditor of M&T and M&T Bank 52 Senior Executive Vice President (2020) and Chief Auditor (2017) of M&T and M&T Bank. Ms. Urban is a Senior Executive Vice President (2020) and Chief Auditor (2018) of Wilmington Trust, N.A. 2002 Michael A.
Consumer Bank from 2017 to 2021. 2024 Julianne Urban Senior Executive Vice President and Chief Auditor of M&T and M&T Bank 53 Senior Executive Vice President (2020) and Chief Auditor (2017) of M&T and M&T Bank. Ms. Urban is a Senior Executive Vice President (2020) and Chief Auditor (2018) of Wilmington Trust, N.A. Previously, Ms.
O’Hara Senior Executive Vice President and Chief Legal Officer of M&T and M&T Bank 65 Senior Executive Vice President (2020) and Chief Legal Officer (2017) of M&T and M&T Bank. Ms. O’Hara is a Senior Executive Vice President (2020) and Chief Legal Officer (2018) of Wilmington Trust, N.A. Prior to joining M&T, Ms.
O’Hara is a Senior Executive Vice President (2020) and Chief Legal Officer (2018) of Wilmington Trust, N.A. 2017 Neeraj Singh Senior Executive Vice President and Chief Risk Officer of M&T and M&T Bank 55 Senior Executive Vice President (2024) and Chief Risk Officer (2025) of M&T, M&T Bank and Wilmington Trust, N.A. Prior to joining M&T, Mr.
Pearson Vice Chairman of M&T, Vice Chairman and a Director of M&T Bank 63 Vice Chairman (2020) of M&T and Vice Chairman (2014) and a Director (2018) of M&T Bank and Chief Executive Officer, Chairman of the Board (2024) and a Director (2014) of Wilmington Trust, N.A. Mr. Pearson has oversight of the Institutional Services and Wealth Management Division.
Pearson Vice Chairman of M&T, Vice Chairman and a Director of M&T Bank 64 Vice Chairman (2020) of M&T and Vice Chairman (2014) and a Director (2018) of M&T Bank and Chief Executive Officer, Chairman of the Board (2024) and a Director (2014) of Wilmington Trust, N.A. Mr.
Woodrow previously served as Chief Human Resources Officer for M&T and M&T Bank and as the BSA/AML/OFAC Officer for M&T, M&T Bank and Wilmington Trust, N.A. 2013 48 PART II
Woodrow is a Senior Executive Vice President (2015) of Wilmington Trust, N.A. Ms. Woodrow previously served as Chief Human Resources Officer for M&T and M&T Bank and as the BSA/AML/OFAC Officer for M&T, M&T Bank and Wilmington Trust, N.A. 2013 47 PART II
Previously, Mr. Pearson served as a Director of M&T as well as a Senior Executive Vice President of M&T and M&T Bank and oversaw the Commercial Banking Division. 1989 Daryl N.
Pearson has oversight of the Institutional Services and Wealth Management, Consumer Lending, Mortgage and Dealer Services Divisions. Previously, Mr. Pearson served as a Director of M&T as well as a Senior Executive Vice President of M&T and M&T Bank and oversaw the Commercial Banking Division. 1989 Daryl N.
Woodrow Senior Executive Vice President and Chief Administrative Officer of M&T and M&T Bank. 51 Senior Executive Vice President (2020) and Chief Administrative Officer (2023) of M&T and M&T Bank responsible for oversight of the Human Resources, Banking Services and Corporate Services Divisions. Ms. Woodrow is a Senior Executive Vice President (2015) of Wilmington Trust, N.A. Ms.
Woodrow Senior Executive Vice President and Chief Administrative Officer of M&T and M&T Bank, Western New York Regional President of M&T Bank 52 Senior Executive Vice President (2020) and Chief Administrative Officer (2023) of M&T and M&T Bank and Western New York Regional President (2025) of M&T Bank responsible for Human Resources, Corporate Services and Sustainability. Ms.
Kay Senior Executive Vice President of M&T and M&T Bank, head of Enterprise Platforms 59 Senior Executive Vice President (2018) of M&T and M&T Bank and head of the Retail Banking Division (2024). Prior to joining M&T in 2018, Mr. Kay served as Chief Innovation Officer at Humana from 2014 to 2018. 2018 Laura P.
Kay Senior Executive Vice President of M&T and M&T Bank, Head of Enterprise Platforms 60 Senior Executive Vice President (2018) of M&T and M&T Bank and Head of the Enterprise Platforms (2023). Mr Kay is responsible for overseeing Consumer, Business Banking and Marketing. 2018 Laura P.
Wisler Senior Executive Vice President and Chief Information Officer of M&T and M&T Bank 49 Senior Executive Vice President (2022) of M&T and M&T Bank and Chief Information Officer (2018) of M&T and M&T Bank. Prior to joining M&T in 2018, Mr.
O’Hara Senior Executive Vice President and Chief Legal Officer of M&T and M&T Bank 66 Senior Executive Vice President (2020) and Chief Legal Officer (2017) of M&T and M&T Bank. Ms.
Removed
O'Hara served as Executive Vice President and General Counsel of Santander Bank, N.A. from 2015 to 2017. 2017 Neeraj Singh Senior Executive Vice President and Chief Risk Officer of M&T and M&T Bank 54 Senior Executive Vice President (2024) and Chief Risk Officer (2025) of M&T, M&T Bank and Wilmington Trust, N.A. Prior to joining M&T, Mr.
Added
Urban served as an Audit Manager and Audit Director. 2002 Michael A. Wisler Senior Executive Vice President and Chief Technology and Operations Officer of M&T and M&T Bank 50 Senior Executive Vice President (2022) of M&T and M&T Bank and Chief Technology and Operations Officer (2025) of M&T and M&T Bank. Previously, Mr.
Removed
Wisler held positions from 2009 to 2018, including Chief Technology Officer of North American Credit Cards and Chief Information Officer of Europe, at Capital One Financial Corporation. 2018 Tracy S.
Added
Wisler served as the Chief Information Officer (2018). 2018 Tracy S.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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For information regarding restrictions on the payment of dividends see Part I, Item 1, "Business" under the caption "Distributions" of this Form 10-K. During the fourth quarter of 2024, M&T did not issue any shares of its common stock that were not registered under the Securities Act.
For information regarding restrictions on the payment of dividends see Part I, Item 1, "Business" under the caption "Distributions" of this Form 10-K. During the fourth quarter of 2025, M&T did not issue any shares of its common stock that were not registered under the Securities Act.
Equity Compensation Plan Information The following table provides information as of December 31, 2024 with respect to shares of common stock that may be issued under M&T’s existing equity compensation plans.
Equity Compensation Plan Information The following table provides information as of December 31, 2025 with respect to shares of common stock that may be issued under M&T’s existing equity compensation plans.
Additional information about this plan is included in note 11 of Notes to Financial Statements in Part II, Item 8, "Financial Statements and Supplementary Data" of this Form 10-K. 49 Performance Graph The following graph contains a comparison of the cumulative shareholder return on M&T common stock against the cumulative total returns of the KBW Nasdaq Bank Index, compiled by Keefe, Bruyette & Woods, Inc., and the S&P 500 Index, compiled by S&P Dow Jones Indices, LLC, for the five-year period beginning on December 31, 2019 and ending on December 31, 2024.
Additional information about this plan is included in note 11 of Notes to Financial Statements in Part II, Item 8, "Financial Statements and Supplementary Data" of this Form 10-K. 48 Performance Graph The following graph contains a comparison of the cumulative shareholder return on M&T common stock against the cumulative total returns of the KBW Nasdaq Bank Index, compiled by Keefe, Bruyette & Woods, Inc., and the S&P 500 Index, compiled by S&P Dow Jones Indices, LLC, for the five-year period beginning on December 31, 2020 and ending on December 31, 2025.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. M&T’s common stock is traded under the symbol MTB on the NYSE. Shareholders of M&T approximated 29,607 at December 31, 2024.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. M&T’s common stock is traded under the symbol MTB on the NYSE. Shareholders of M&T approximated 28,425 at December 31, 2025.
As of December 31, 2024, a total of 163,985 shares of M&T common stock were issuable upon exercise of outstanding options or rights assumed by M&T in connection with merger and acquisition transactions. The weighted-average exercise price of those outstanding options or rights is $147.53 per common share.
As of December 31, 2025, a total of 107,989 shares of M&T common stock were issuable upon exercise of outstanding options or rights assumed by M&T in connection with merger and acquisition transactions. The weighted-average exercise price of those outstanding options or rights is $149.64 per common share.
In accordance with and to the extent permitted by applicable law or regulation, the information set forth above under the heading "Performance Graph" shall not be incorporated by reference into any future filing under the Securities Act, or the Exchange Act and shall not be deemed to be "soliciting material" or to be "filed" with the SEC under the Securities Act or the Exchange Act. 50 Issuer Purchases of Equity Securities During the fourth quarter of 2024, M&T purchased shares of its common stock as follows: Issuer Purchases of Equity Securities (Dollars in millions, except per share) Total Number of Shares (or Units) Purchased (a) Average Price Paid per Share (or Unit) (b) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares (or Units) that may yet be Purchased Under the Plans or Programs (c) October 1 - October 31, 2024 270,260 $ 197.08 270,000 $ 947 November 1 - November 30, 2024 480,482 213.50 480,000 844 December 1 - December 31, 2024 207,988 213.04 207,988 800 Total 958,730 $ 208.77 957,988 __________________________________________________________________________________ (a) The total number of shares purchased during the periods indicated includes shares purchased as part of publicly announced programs and/or shares deemed to have been received from employees who exercised stock options by attesting to previously acquired common shares in satisfaction of the exercise price or shares received from employees upon the vesting of restricted stock awards in satisfaction of applicable tax withholding obligations, as is permitted under M&T’s stock-based compensation plans.
In accordance with and to the extent permitted by applicable law or regulation, the information set forth above under the heading "Performance Graph" shall not be incorporated by reference into any future filing under the Securities Act, or the Exchange Act and shall not be deemed to be "soliciting material" or to be "filed" with the SEC under the Securities Act or the Exchange Act. 49 Issuer Purchases of Equity Securities During the fourth quarter of 2025, M&T purchased shares of its common stock as follows: Issuer Purchases of Equity Securities (Dollars in millions, except per share) Total Number of Shares (or Units) Purchased (a) Average Price Paid per Share (or Unit) (b) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares (or Units) that may yet be Purchased Under the Plans or Programs (c) October 1 - October 31, 2025 1,736,781 $ 184.31 1,736,781 $ 1,530 November 1 - November 30, 2025 1,001,568 186.56 1,001,536 1,343 December 1 - December 31, 2025 13,465 205.84 — 1,343 Total 2,751,814 $ 185.23 2,738,317 __________________________________________________________________________________ (a) The total number of shares purchased during the periods indicated includes shares purchased as part of publicly announced programs and/or shares deemed to have been received from employees who exercised stock options by attesting to previously acquired common shares in satisfaction of the exercise price or shares received from employees upon the vesting of restricted stock awards in satisfaction of applicable tax withholding obligations, as is permitted under M&T’s stock-based compensation plans.
Number of Securities to be Issued Upon Exercise of Outstanding Options or Rights Weighted-Average Exercise Price of Outstanding Options or Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A) Plan Category (A) (B) (C) Equity compensation plans approved by security holders 798,659 $ 157.92 3,168,796 Equity compensation plans not approved by security holders (a) 9,831 84.94 — Total 808,490 $ 157.03 3,168,796 __________________________________________________________________________________ (a) The M&T Bank Corporation Deferred Bonus Plan was frozen effective January 1, 2010 and did not allow any additional deferrals after that date.
Number of Securities to be Issued Upon Exercise of Outstanding Options or Rights Weighted-Average Exercise Price of Outstanding Options or Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A) Plan Category (A) (B) (C) Equity compensation plans approved by security holders 729,680 $ 164.46 2,459,959 Equity compensation plans not approved by security holders (a) 7,710 88.08 — Total 737,390 $ 163.66 2,459,959 __________________________________________________________________________________ (a) The M&T Bank Corporation Deferred Bonus Plan was frozen effective January 1, 2010 and did not allow any additional deferrals after that date.
The authorization replaces and terminates, effective January 22, 2025, the prior $3.0 billion share repurchase program authorized by M&T's Board of Directors in July 2022. The number of shares that may yet be purchased noted in this table were reflective of the authorization of that now terminated plan. Item 6. Selected Financial Data [Reserved]. 51
The authorization replaced and terminated, effective January 22, 2025, the prior $3.0 billion share repurchase program authorized by M&T's Board of Directors in July 2022. Item 6. Selected Financial Data [Reserved]. 50
Shareholder Value at Year End* 2019 2020 2021 2022 2023 2024 M&T Bank Corporation 100 78 97 94 92 131 KBW Nasdaq Bank Index 100 90 124 98 97 133 S&P 500 Index 100 118 152 125 158 197 __________________________________________________________________________________ * Assumes a $100 investment on December 31, 2019 and reinvestment of all dividends.
Shareholder Value at Year End* 2020 2021 2022 2023 2024 2025 M&T Bank Corporation 100 124 121 119 168 186 KBW Nasdaq Bank Index 100 138 109 108 148 196 S&P 500 Index 100 129 105 133 166 196 __________________________________________________________________________________ * Assumes a $100 investment on December 31, 2020 and reinvestment of all dividends.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Item 6. Selected Financial Data 51 Item 7.
Item 6. Selected Financial Data 50 Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations 52 Corporate Profile 52 Financial Overview 52 Supplemental Reporting of Non-GAAP Results of Operations 55 Taxable-equivalent Net Interest Income 57 Provision for Credit Losses 72 Other Income 83 Other Expense 88 Income Taxes 89 Liquidity Risk 89 Market Risk and Interest Rate Sensitivity 95 Capital 98 Segment Information 100 Critical Accounting Estimates 106 Recent Accounting Developments 107 Forward-Looking Statements 107 Quarterly Trends 109 Reconciliation of Quarterly GAAP to N on -GAAP Measures 110 Item 7A.
Management’s Discussion and Analysis of Financial Condition and Results of Operations 51 Corporate Profile 51 Financial Overview 51 Supplemental Reporting of Non-GAAP Results of Operations 53 Taxable-equivalent Net Interest Income 55 Provision for Credit Losses 68 Other Income 78 Other Expense 83 Income Taxes 84 Liquidity Risk 85 Market Risk and Interest Rate Sensitivity 90 Capital 93 Segment Information 95 Critical Accounting Estimates 101 Recent Accounting Developments 103 Forward-Looking Statements 103 Quarterly Trends 105 Reconciliation of Quarterly GAAP to Non-GAAP Measures 106 Item 7A.
Quantitative and Qualitative Disclosures About Market Risk 111 Item 8. Financial Statements and Supplementary Data 111 A. Report on Internal Control Over Financial Reporting 112 B. Report of Independent Registered Public Accounting Firm 113 C. Consolidated Balance Sheet — December 31, 2024 and 2023 116 D.
Quantitative and Qualitative Disclosures About Market Risk 107 Item 8. Financial Statements and Supplementary Data 107 A. Report of Independent Registered Public Accounting Firm 108 B. Consolidated Balance Sheet — December 31, 2025 and 2024 111 C. Consolidated Statement of Income — Years ended December 31, 2025 , 2024 and 2023 112 D.
Consolidated Statement of Income — Years ended December 31, 2024 , 2023 and 2022 117 E. Consolidated Statement of Comprehensive Income — Years ended December 31, 2024 , 2023 and 2022 118 F. Consolidated Statement of Cash Flows — Years ended December 31, 2024 , 2023 and 2022 119 G.
Consolidated Statement of Comprehensive Income — Years ended December 31, 2025 , 2024 and 2023 113 E. Consolidated Statement of Cash Flows — Years ended December 31, 2025 , 2024 and 2023 114 F. Consolidated Statement of Changes in Shareholders’ Equity — Years ended December 31, 2025 , 2024 and 2023 115 G. Notes to Financial Statements 116 1.
Removed
Consolidated Statement of Changes in Shareholders’ Equity — Years ended December 31, 2024 , 2023 and 2022 120 H. Notes to Financial Statements 121 1. S ignificant accounting policies 121 2. Acquisition and divestitures 128 3. Investment securities 132 4. Loans and leases and allowance for credit losses 136 5. Premises and equipment 149 6. Capitalized servicing assets 151 7.
Added
Significant accounting policies 116 2. Divestiture s 125 3. Investment securities 126 4. Loans and allowance for loan losses 129 5. Premises and equipment 141 6. Capitalized servicing assets 143 7. Goodwill and other intangible assets 144 8. Borrowings 145 9. Shareholders’ equity 147 10. Revenue from contracts with customers 148 11. Stock-based compensation plans 149 12.
Removed
Goodwill and other intangible assets 152 8. Borrowings 153 9. Shareholders’ equity 155 10. Revenue from contracts with customers 155 11. Stock-based compensation plans 156 12. Pension plans and other postretirement benefits 158 13. Income taxes 165 14. Earnings per common share 168 15. Comprehensive income 169 16. Other income and other expense 171 17. Derivative financial instruments 171 18.
Added
Pension plans and other postretirement benefits 150 13. Income taxes 156 14. Earnings per common share 159 15. Comprehensive income 160 16. Other income and other expense 161 17. Derivative financial instruments 162 18. Variable interest entities and asset securitizations 166 19. Fair value measurements 168 20. Commitments and contingencies 174 21. Segment information 176 22. Regulatory matters 179 23.
Removed
Variable interest entities and asset securitizations 175 19. Fair value measurements 177 20. Commitments and contingencies 183 21. Segment information 185 22. Regulatory matters 188 23. Relationship with BLG and Bayview Financial 189 24. Parent company financial statements 190 I. Quarterly Trends 109
Added
Relationship with BLG and Bayview Financial 181 24. Parent company financial statements 182 H. Quarterly Trends 105

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

192 edited+69 added−120 removed77 unchanged
Those bank subsidiaries offer a wide range of retail and commercial banking, trust and wealth management, and institutional services to their customers.
Those bank subsidiaries offer a wide range of retail and commercial banking, wealth management, trust and institutional services to their customers.
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 credit losses. As a result, it is possible that the Company may, at another point in time, reach different conclusions regarding credit loss estimates.
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.
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 94 New York and FRB of New York.
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.
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 95 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.
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.
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.
The amounts of investment securities held 63 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.
Actual results may differ significantly from those presented due to the timing, magnitude and frequency of changes in interest rates and changes in 96 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.
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.
A detailed discussion of the Capital Rules is included in Part I, Item 1 of this Form 10-K under the heading "Capital Requirements." 99 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.
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.
Periodic settlement amounts arising from these agreements are reflected in either the yields 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.
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.
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.
In modeling changing interest rates, the Company considers different yield curve shapes that contemplate both parallel (that is, when interest 90 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.
Such statements are subject to the risk that the actual effects may differ, possibly 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.
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.
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 credit losses.
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.
A discussion of facts and circumstances considered by management in determining the allowance for credit losses is included herein under the heading "Provision for Credit Losses" and in note 4 of Notes to Financial Statements.
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.
Management has taken actions to mitigate exposure to interest rate risk through the use of on- or off-balance sheet financial instruments and intends to do so in the future.
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.
In determining the allowance for credit 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.
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.
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, 2024 aggregated $2.7 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.
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, 2024, however, as previously noted, the Company is exposed to credit risk associated with counterparties to such activities.
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.
The accompanying table as of December 31, 2024 and 2023 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.
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.
As described in Part I, Item 1, "Capital Requirements" of this Form 10-K, on July 27, 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.
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.
A reconciliation of net income and net operating income appears in Table 49. (b) Excludes impact of merger-related expenses 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 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.
The Company also includes 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.
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.
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 25 were considered to estimate the possible impact on modeled credit 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.
At each of December 31, 2024 and 2023, 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.
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.
Table 33 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 Prime-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.
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.
Valuation methodologies Management of the Company applies various valuation methodologies to assets and liabilities which often involve a significant degree of judgment, particularly when liquid markets do not exist for the particular items being valued.
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.
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 less than one-third of the outstanding principal balance.
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 completed its annual goodwill impairment test in the fourth quarter of 2024 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, 2024.
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 94 than not reduce the fair value of a business reporting unit below its carrying amount at December 31, 2025.
Subsequent to the forecast period, the Company utilizes longer-term historical loss experience to estimate losses over the remaining contractual life 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.
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 primary source of repayment of these loans is typically tenant lease payments to the investor/borrower. Elevated vacancies impacting some property types and higher interest rates 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.
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.
M&T's cumulative downward deposit pricing beta beginning in the third quarter of 2024 through December 31, 2024 approximated 45%. 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.
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.
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 and developments in the financial services industry, including industry conditions; 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 107 and other geopolitical events, including 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-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 outcome of pending and future litigation and governmental proceedings, including tax-related examinations and other matters; 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.
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.
A description of the methodologies used by the Company to estimate its allowance for credit losses can be found in note 4 of Notes to Financial Statements.
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.
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 in connection with a business combination.
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.
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 $711 million at December 31, 2024.
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.
For residential real estate-related loans, 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.
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.
As a result of previous business acquisitions, the Company recorded goodwill of $8.5 billion and core deposit and other intangible assets of $94 million at December 31, 2024. Goodwill, as required by GAAP, is not amortized, but rather is tested for impairment at least annually at the business reporting unit level.
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.
As described herein under the heading "Liquidity Risk," M&T's parent company liquidity at December 31, 2024, inclusive of the projected repayment of notes receivables from bank subsidiaries, covered projected cash outflows for 44 months, including dividends on common and preferred stock, debt service and scheduled debt maturities.
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.
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 2.5%, respectively, as of December 31, 2024, and -1.9% and -.5%, respectively, at December 31, 2023.
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.
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, 2024 are summarized in Table 36.
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.
A provision for credit losses is recorded to adjust the level of the allowance as deemed necessary by management. In estimating expected losses in the loan and lease portfolio, borrower-specific financial data and macroeconomic assumptions are utilized to project losses over a reasonable and supportable forecast period.
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.
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, 2024, approximately $2.3 billion was available for payment of dividends to M&T from bank subsidiaries.
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.
As of December 31, 2024, M&T's parent company liquidity, inclusive of the projected repayment of notes receivable from bank subsidiaries, covered projected cash outflows for 44 months, including dividends on common and preferred stock, debt service and scheduled debt maturities.
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.
Table 34 MATURITY AND TAXABLE-EQUIVALENT YIELD OF DEBT SECURITIES (a) December 31, 2024 (Dollars in millions) One Year or Less One to Five Years Five to Ten Years Over Ten Years Total Investment securities available for sale (b): U.S.
Table 35 MATURITY AND TAXABLE-EQUIVALENT YIELD OF DEBT SECURITIES (a) December 31, 2025 (Dollars in millions) One Year or Less One to Five Years Five to Ten Years Over Ten Years Total Investment securities available for sale (b): U.S.
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, 2024, the inclusion of accumulated other comprehensive income (loss) components related to investment securities available for sale and defined benefit plan liability adjustments would have reduced the Company's CET1 capital ratio by 4 basis points.
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.
A comparative allocation of the allowance for credit losses for each of the past three year ends is presented in Table 26. 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.
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.
Table 25 ALLOWANCE FOR CREDIT LOSSES SENSITIVITIES December 31, 2024 Year 1 Year 2 Cumulative Potential downside economic scenario: National unemployment rate 7.0 % 8.0 % Real GDP growth/decline rate -2.4 1.7 -.7 % Commercial real estate price index decline rate -14.8 -6.0 -20.0 Home price index growth/decline rate -9.3 2.3 -7.2 Potential upside economic scenario: National unemployment rate 3.4 3.2 Real GDP growth rate 3.3 2.0 5.4 Commercial real estate price index growth rate 2.0 4.7 6.8 Home price index growth rate 4.5 4.3 9.0 (Dollars in millions) Impact to Modeled Credit Losses Increase (Decrease) Potential downside economic scenario $ 364 Potential upside economic scenario (118) These examples are only a few of the numerous possible economic scenarios that could be utilized in assessing the sensitivity of expected credit losses.
Table 26 ALLOWANCE FOR LOAN LOSSES SENSITIVITIES December 31, 2025 Year 1 Year 2 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.
Information about interest rate swap agreements entered into for interest rate risk management purposes is included herein under the heading "Net interest margin" and in note 17 of Notes to Financial Statements.
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.
In applying those accounting policies, management of the Company is required to exercise judgment in determining many of the methodologies, assumptions and estimates to be utilized.
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.
Maturity dates generally range from five 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 82% of the commercial real estate loan portfolio at the 2024 year end.
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.
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 (including retirement plan assets prior to the sale of CIT); and (iii) need investment and cash management services.
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.
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 $208.1 billion at December 31, 2024. M&T’s wholly-owned bank subsidiaries are M&T Bank and Wilmington Trust, N.A.
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.
Information about the Company's average investment securities portfolio is presented in the following table. Table 10 AVERAGE INVESTMENT SECURITIES Percentage Change From (Dollars in millions) 2024 2023 to 2024 2022 to 2023 Investment securities available for sale: U.S.
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.
Nevertheless, the Company faces competition in offering products and services from a large array of 89 financial market participants, including banks, thrifts, mutual funds, securities dealers and others. Core deposits totaled $147.5 billion at December 31, 2024, compared with $146.5 billion at December 31, 2023.
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.
At December 31, 2024 and 2023, long-term borrowings aggregated $12.6 billion and $8.2 billion, respectively, and short-term borrowings aggregated $1.1 billion and $5.3 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.
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.
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 branch network is its principal source of core deposits, which generally carry lower interest rates than wholesale funds of comparable maturities. Average core deposits represented 77% of average earning assets in 2024, compared with 79% in 2023.
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.
A summary of the Company’s loan charge-offs, provision and allowance for credit losses is presented in Tables 17 and 23, and in note 4 of Notes to Financial Statements.
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.
The Company’s policy is that, at least annually, updated financial information is obtained from commercial borrowers associated with pass grade loans and additional analysis performed.
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.
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. 90 Information about the credit ratings of M&T and M&T Bank at December 31, 2024 is presented in Table 33.
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. 85 Information about the credit ratings of M&T and M&T Bank at December 31, 2025 is presented in Table 34.
In general, the levels of those deposits often fluctuate due to changes in deposits of retail and commercial customers, trust-related deposits, brokered deposits 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.
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. 64 Funding activities - deposits The most significant source of funding for the Company is core deposits from its customer base.
(b) Includes $4.2 billion and $3.9 billion of loan balances at December 31, 2024 and 2023, respectively, for which investors had recourse to the Company if such balances are ultimately uncollectable.
(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.
M&T Bank, with total consolidated assets of $207.6 billion at December 31, 2024, is a New York-chartered commercial bank with 955 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, 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.
The more significant areas in which management of the Company applies critical assumptions and estimates include the following: Accounting for credit losses The allowance for credit losses represents a valuation account that is deducted from the amortized cost basis of certain financial assets, including loans and leases, to present the net amount expected to be collected at the balance sheet date.
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.
Treasury and government-issued or guaranteed mortgage-backed securities comprised 93% of the Company's debt securities portfolio at December 31, 2024.
Treasury and government-issued or guaranteed mortgage-backed securities comprised 94% of the Company's debt securities portfolio at December 31, 2025.
In the recent year, the Company recognized a $12 million benefit in other costs of operations associated with the solicited election of certain participants in M&T's defined benefit pension plan to accept a lump-sum distribution in the fourth quarter of 2024 in lieu of future retirement benefit payments.
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.
Table 39 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, 2024 December 31, 2023 +200 basis points $ (4) $ (18) +100 basis points 16 20 -100 basis points (36) (46) -200 basis points (81) (83) The Company utilized many assumptions to calculate the impact that changes in interest rates may have on net interest income.
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.
Table 42 ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) - NET OF INCOME TAX Year Ended December 31, (Dollars in millions, except per share) 2024 2023 2022 Investment securities unrealized losses, net (a) $ (153) $ (187) $ (329) Cash flow hedges unrealized losses, net (b) (101) (151) (249) Defined benefit plans adjustments, net (c) 98 (115) (202) Other, net (8) (6) (10) Total $ (164) $ (459) $ (790) Accumulated other comprehensive income (loss), net, per common share $ (0.99) $ (2.76) $ (4.67) __________________________________________________________________________________ (a) Refer to note 3 of Notes to Financial Statements.
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.
Should the various economic forecasts and credit factors considered by management in establishing the allowance for credit 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.
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. 77 Other Income The components of other income are presented in Table 28.
Presented in Table 38 is a summary of the Company's available sources of liquidity at December 31, 2024 and December 31, 2023.
Presented in Table 39 is a summary of the Company's available sources of liquidity at December 31, 2025 and December 31, 2024.
Given the Company’s general position as a secured lender and its practice of charging off loan balances when collection is deemed doubtful, that ratio and changes in the ratio are generally not an indicative measure of the adequacy of the Company’s allowance for credit losses, nor does management rely upon that ratio in assessing the adequacy of the Company’s allowance for credit losses. 82 Other Income The components of other income are presented in Table 27.
(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.
Total uninsured deposits were estimated to be $73.0 billion at December 31, 2024 and $67.0 billion at December 31, 2023. Approximately $9.1 billion and $10.7 billion of those uninsured deposits were collateralized by the Company at December 31, 2024 and 2023, respectively.
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 fair values of such non-hedging derivative assets and liabilities recognized in the Consolidated Balance Sheet were $206 million and $787 million, respectively, at December 31, 2024 and $256 million and $898 million, respectively, at December 31, 2023.
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 Company maintains available liquidity sources, as presented in Table 38, which represent approximately 133% of uninsured deposits that are not collateralized by the Company at December 31, 2024.
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 weighted-average durations of debt investment securities available for sale and held to maturity at December 31, 2024 were 2.6 years and 5.3 years, respectively. 91 Table 34 provides the contractual maturity schedule and taxable-equivalent yields of debt securities as of December 31, 2024.
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. 86 Table 35 provides the contractual maturity schedule and taxable-equivalent yields of debt securities as of December 31, 2025.
Table 2 SUPPLEMENTAL REPORTING OF NON-GAAP RESULTS OF OPERATIONS Year Ended December 31, Percentage Change From (Dollars in millions, except per share) 2024 2023 2022 2023 to 2024 2022 to 2023 Net operating income $ 2,630 $ 2,789 $ 2,466 -6 % 13 % Diluted net operating earnings per share 14.88 16.08 14.42 -7 12 Return on: Average tangible assets 1.30 % 1.42 % 1.35 % Average tangible common equity 14.54 17.60 16.70 Efficiency ratio 56.9 54.9 56.6 Tangible equity per common share (a) $ 109.36 $ 98.54 $ 86.59 11 14 __________________________________________________________________________________ (a) At the period end.
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 __________________________________________________________________________________ (a) At the period end.
Table 38 AVAILABLE LIQUIDITY SOURCES (Dollars in millions) December 31, 2024 December 31, 2023 Deposits at the FRB of New York $ 18,805 $ 27,957 Unused secured borrowing facilities: FRB of New York 24,546 17,106 FHLB of New York 17,655 16,765 Unencumbered investment securities (after estimated haircuts) 24,019 16,480 Total $ 85,025 $ 78,308 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.
Table 39 AVAILABLE LIQUIDITY SOURCES (Dollars in millions) December 31, 2025 December 31, 2024 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.
Table 27 OTHER INCOME Change from Year Ended December 31, 2023 to 2024 2022 to 2023 (Dollars in millions) 2024 2023 2022 Amount % Amount % Mortgage banking revenues $ 436 $ 409 $ 357 $ 27 7 % $ 52 15 % Service charges on deposit accounts 514 475 447 39 8 28 6 Trust income 675 680 741 (5) -1 (61) -8 Brokerage services income 121 102 88 19 19 14 17 Trading account and other non-hedging derivative gains 39 49 27 (10) -21 22 84 Gain (loss) on bank investment securities 10 4 (6) 6 158 10 — Other revenues from operations 632 809 703 (177) -22 106 15 Total other income $ 2,427 $ 2,528 $ 2,357 $ (101) -4 % $ 171 7 % 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.
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.
Wilmington Trust, N.A. and its subsidiaries offer various trust 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. On April 1, 2022, M&T completed the acquisition of People’s United.
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.
Actual maturities are expected to be significantly shorter as a result of loan repayments in the underlying mortgage pools. 92 Table 35 provides the maturity schedule of loans and leases as of December 31, 2024.
Actual maturities are expected to be significantly shorter as a result of loan repayments in the underlying mortgage pools. 87 Table 36 provides the maturity schedule of loans as of December 31, 2025.
Table 37 provides the maturity of time deposits over $250,000 as of December 31, 2024.
Table 38 provides the maturity of time deposits over $250,000 as of December 31, 2025.
Table 37 MATURITY OF TIME DEPOSITS WITH BALANCES OVER $250,000 (Dollars in millions) December 31, 2024 3 months or less $ 1,051 Over 3 through 6 months 1,114 Over 6 through 12 months 585 Over 12 months 70 Total $ 2,820 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.
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.
(b) Includes Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island and Vermont. Commercial and industrial loans, including leases, totaled $61.5 billion at December 31, 2024, representing 45% of total loans. Owner-occupied loans secured by real estate included in commercial and industrial loans at December 31, 2024 totaled $11.0 billion.
(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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Incorporated by reference to the discussion contained in Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations," under the captions "Liquidity Risk," "Market Risk and Interest Rate Sensitivity" (including Table 39) and "Capital."
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Incorporated by reference to the discussion contained in Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations," under the captions "Liquidity Risk," "Market Risk and Interest Rate Sensitivity" (including Table 40) and "Capital."