M&T Bank unveils new sub debt, posts strong Q2 25 results

Rhea-AI Filing Summary

M&T Bank Corp. (MTB) plans to issue subordinated Medium-Term Notes, Series B, maturing in 2035. The securities are unsecured, rank junior to senior debt and will carry a fixed rate for five years, then reset to the 5-yr U.S. Treasury rate plus a spread; they are not callable until 2030. Proceeds will be used for general corporate purposes, including capital support for subsidiaries, share repurchases and potential acquisitions.

The supplement also discloses pre-liminary 2Q 25 results: diluted EPS rose to $4.24 (+14% YoY, +28% QoQ) and net income reached $716 m (+9% YoY, +23% QoQ). ROA and ROE improved to 1.37% and 10.39%, respectively. Provision for credit losses eased to $125 m (vs. $130 m in 1Q 25 and $150 m in 2Q 24) and net charge-offs fell to 0.32% of average loans. Non-accrual loans declined $0.4 bn YoY to $1.6 bn, reflecting lower commercial real-estate stress.

Capital & liquidity: Aggressive buybacks (6.1 m shares / $1.1 bn) reduced the CET1 ratio 52 bp to 10.98%. Total assets were $211.6 bn; deposits slipped sequentially to $164.5 bn. Tax-equivalent NII improved 1% QoQ but was down 1% YoY, indicating margin pressure. The filing contains customary risk, tax and distribution disclosures; settlement expected T+⍰ via DTC/Euroclear/Clearstream.

Positive

• EPS up 14% YoY to $4.24 with net income +9%, showing earnings momentum.
• Provision for credit losses down QoQ and YoY; net charge-offs ratio fell to 0.32%.
• Non-accrual loans decreased $0.4 bn YoY, indicating improved asset quality.
• ROA 1.37% and ROE 10.39% both higher YoY and QoQ.

Negative

• CET1 ratio dropped 52 bp to 10.98% after $1.1 bn of share repurchases.
• Net interest income down YoY, suggesting margin compression despite rate environment.
• Sequential deposit decline to $164.5 bn may signal funding competition.

Insights

Bank Equity Analyst

TL;DR – Profitability up, credit stable; capital dipped from buybacks, overall balanced.

Earnings momentum is solid: EPS +14% YoY, ROE >10% and credit costs trending lower. Improved ROA and shrinking non-accrual balances suggest asset-quality normalization. However, the 52 bp CET1 drop highlights capital management risk amid heightened regulatory scrutiny. Flat-to-down NII YoY signals limited benefit from higher rates. Net impact is neutral as stronger profitability offsets thinner capital cushion.

Fixed-Income Analyst

TL;DR – New 10-yr subordinated notes widen leverage; credit profile still sound.

The forthcoming sub debt increases total loss-absorbing capacity but ranks beneath senior creditors, implying higher coupon demands. Credit metrics—lower charge-offs, steady allowance, declining CRE stress—support debt investors, and the CET1 ratio remains comfortably above required buffers despite the buybacks. Given stable asset quality and adequate capital, the issuance is viewed as modestly positive for debt holders seeking yield.

This pricing supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but it is not complete and may be changed. This pricing supplement and the accompanying prospectus and prospectus supplement are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-274646

SUBJECT TO COMPLETION, DATED JULY 28, 2025

PRICING SUPPLEMENT No. 7, dated July , 2025

(To prospectus, dated September 22, 2023, and

prospectus supplement, dated September 22, 2023)

Subordinated Medium-Term Notes, Series B

Due 9 Months or More from Date of Issue

This pricing supplement supplements the terms and conditions in the prospectus, dated September 22, 2023 (the “base prospectus), as supplemented by the prospectus supplement, dated September 22, 2023 (the “prospectus supplement” and together with the base prospectus, and all documents incorporated herein by reference therein and herein, the “prospectus”), and relates to the offering and sale of $     aggregate principal amount of   % Fixed Rate Reset Subordinated Notes due     , 2035 (the “Notes”). Unless otherwise defined in this pricing supplement, terms used herein have the same meanings as are given to them in the prospectus.

Term		Fixed Rate Reset Notes
CUSIP / ISIN Nos.		/
Series		Series B (Subordinated)
Form of Note		Book-Entry
Principal Amount		$
Trade Date		, 2025
Original Issue Date		, 2025 (T+ )
Maturity Date		, 2035
Redemption Terms		[ ] Make-whole Redemption Option ( %) First Par Call Date:     , 2030 Par Call Date:     , 2035
Repayment Terms		The Notes will not be subject to repayment at the option of the holder at any time prior to maturity.
Distribution		Underwritten basis
Authorized Denomination		$2,000, or any amount in excess of $2,000 that is a whole multiple of $1,000.
Issue Price (Dollar Amount and Percentage of Principal Amount)		$     / %
Net Proceeds (Before Expenses) to the Company		$
Interest Rate		[ ] Fixed Rate
		[ ] Floating Rate
		[X] Fixed Rate Reset
		[ ] Fixed Rate/Floating Rate
		[ ] Zero Coupon
Base Rate or Reset Reference Rate(s)		[ ] Compounded CORRA
		[ ] CMT Rate:
		[ ] Refinitiv Page FRBCMT
		[ ] Refinitiv Page FEDCMT
		[ ] One-Week [ ] One-Month
		[ ] EURIBOR
		[ ] SOFR:
		[ ] Compounded SOFR
		[ ] Compounded Index Rate
		[  ] SONIA:
		[ ] Compounded SONIA
		[ ] Compounded SONIA Rate with Compounded Index
		[X] U.S. Treasury Rate
		[ ] Other Floating Rate (as described below)
Interest Rate / Initial Interest Rate		During the Initial Fixed Rate Period,  % per annum; during the Reset Period, the Reset Reference Rate, plus the Spread.

Term		Fixed Rate Reset Notes
Reset Reference Rate		The U.S. Treasury Rate for a five-year maturity determined in accordance with the terms and provisions set forth under “Description of Notes—Calculation of Interest—Fixed Rate Reset Notes—Determination of Reset Reference Rates—U.S. Treasury Rate” in the prospectus supplement.
Spread		+     basis points
Spread Multiplier		Not applicable
Reset Date		, 2030
Subsequent Reset Date		Not applicable
Reset Determination Date		The third business day preceding the Reset Date.
Interest Payment Dates		and     of each year, beginning     , 2026 and ending on the Maturity Date.
Interest Periods		Each semi-annual period from, and including, an Interest Payment Date (or, in the case of the first Interest Period, the Original Issue Date) to, but excluding, the next Interest Payment Date (or, in the case of the final Interest Period, the Maturity Date or earlier redemption date).
Initial Fixed Rate Period		From, and including, the Original Issue Date to, but excluding, the Reset Date.
Reset Period		From, and including, the Reset Date, to, but excluding, the Maturity Date.
Regular Record Dates		The close of business on the business day preceding the applicable Interest Payment Date.
Day Count		30/360
Calculation Agent.		We will appoint a calculation agent, which may include M&T, or an affiliate of M&T, including M&T Bank and Wilmington Trust, prior to the commencement of the Reset Period.
Maximum Interest Rate		Maximum rate permitted by New York law, as the same may be modified by United States law of general application.
Minimum Interest Rate		Zero
Original Issue Discount Notes		Not applicable

The Notes are unsecured. The Notes will rank junior and be subordinated to all of our senior indebtedness. The holders of the Notes may be fully subordinated to interests held by the U.S. government in the event that M&T Bank Corporation enters into a receivership, insolvency, liquidation, or similar proceeding.

The Notes are not savings accounts, deposits or other obligations of any of our bank or non-bank subsidiaries and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

Investing in the Notes involves risk. See “Risk Factors” beginning on page S-7 of the prospectus supplement and the discussion of risk factors contained in our annual, quarterly and current reports filed with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are incorporated herein by reference.

None of the Securities and Exchange Commission (the “SEC”), any state securities commission, the New York State Department of Financial Services or the Board of Governors of the Federal Reserve System or any other governmental agency has approved or disapproved of the notes passed upon the adequacy or accuracy of this pricing supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

		Per Note				Total
Price to Public				%		$
Agents’ Discount				%		$
Net Proceeds (Before Expenses) to Us				%		$

We expect to deliver the Notes to investors through the book-entry delivery system of The Depository Trust Company and its direct participants, including Euroclear Bank, SA/NV and Clearstream Banking, société anonyme, on or about     , 2025.

Joint Book-Running Managers

Barclays J.P. Morgan RBC Capital Markets M&T Securities

July , 2025

RECENT DEVELOPMENTS

M&T Preliminary Second Quarter Results

On July 16, 2025, M&T reported its unaudited preliminary financial results for the quarter ended June 30, 2025. The preliminary financial data included in this pricing supplement has been prepared by, and is the responsibility of, M&T’s management. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to the preliminary financial data. Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto.

Diluted earnings per common share measured in accordance with generally accepted accounting principles (“GAAP”) for the second quarter of 2025 were $4.24, up 14% from $3.73 in the year-earlier quarter. GAAP-basis net income in the recent quarter aggregated $716 million, 9% higher than $655 million in the second quarter of 2024. Diluted earnings per common share and GAAP-basis net income were $3.32 and $584 million, respectively, in the first quarter. GAAP-basis net income for the second quarter of 2025 expressed as an annualized rate of return on average assets and average common shareholders’ equity was 1.37% and 10.39%, respectively, compared with 1.24% and 9.95%, respectively, in the year-earlier quarter and 1.14% and 8.36%, respectively, in 2025’s first quarter.

Taxable-equivalent net interest income increased $15 million, or 1%, in the recent quarter as compared with the first quarter of 2025. Average interest-bearing deposits at banks were essentially unchanged and the yield received on those deposits declined 1 basis point. Average investment securities increased $855 million and the rates earned on those securities decreased 19 basis points reflecting $20 million of lower taxable-equivalent interest income resulting from an alignment of amortization periods for certain municipal bonds obtained from an acquisition. Average loans increased $563 million and the yield received on those loans, including the impact from interest rate swap agreements used for hedging purposes, rose 5 basis points. Average interest-bearing deposits increased $2.5 billion and the rates paid on such deposits rose 1 basis point. Average borrowings rose $109 million and the rates paid on such borrowings increased 1 basis point.

Taxable-equivalent net interest income decreased $9 million as compared with the year-earlier second quarter. Average interest-bearing deposits at banks decreased $9.6 billion and the yield received on those deposits declined 103 basis points. Average investment securities increased $5.6 billion and the yield earned on those securities rose 20 basis points. Average loans grew $819 million while the yield received on those loans decreased 27 basis points. Average interest-bearing deposits rose $2.5 billion while the rates paid on those deposits declined 52 basis points. Average borrowings decreased $2.2 billion and the rates paid on such borrowings declined 34 basis points.

The provision for credit losses was $125 million in the second quarter of 2025 as compared with $130 million in the immediately preceding quarter and $150 million in the second quarter of 2024. The allowance for loan losses as a percentage of loans outstanding decreased from 1.63% at March 31, 2025 to 1.61% at June 30, 2025 reflecting lower levels of criticized commercial real estate loans. Net charge-offs totaled $108 million in 2025’s second quarter as compared with $114 million in 2025’s first quarter and $137 million in the year-earlier quarter, representing 0.32%, 0.34% and 0.41%, respectively, of average loans outstanding.

Nonaccrual loans were $1.6 billion at June 30, 2025, compared with $1.5 billion at March 31, 2025 and $2.0 billion at June 30, 2024. The lower level of nonaccrual loans at the two most recent quarter ends as compared with June 30, 2024 predominantly reflects decreases in commercial real estate nonaccrual loans.

M&T repurchased 6,073,957 shares of its common stock during the recent quarter for a total cost of $1.1 billion, compared with 3,415,303 shares for a total cost of $662 million in the first quarter of 2025. Reflecting repurchases, M&T’s CET1 capital ratio declined to an estimated 10.98% at June 30, 2025, representing a 52 basis-point decrease from 11.50% at March 31, 2025.

PS-3

M&T had total assets of $211.6 billion at June 30, 2025, compared with $208.9 billion at June 30, 2024 and $210.3 billion at March 31, 2025. Total deposits were $164.5 billion at the recent quarter-end, compared with $159.9 billion at June 30, 2024 and $165.4 billion at March 31, 2025. Total shareholders’ equity was $28.5 billion at June 30, 2025, $28.4 billion at June 30, 2024 and $29.0 billion at March 31, 2025.

The foregoing is only a summary and is not intended to be a comprehensive statement of M&T’s financial results. Financial statements as of and for the quarter ended June 30, 2025 will be included in M&T’s Quarterly Report on Form 10-Q to be filed with the SEC.

PS-4

USE OF PROCEEDS

We will use the net proceeds from the sale of the Notes for general corporate purposes, including investments in and advances to our bank and nonbank subsidiaries, reduction of outstanding borrowings or indebtedness, short and long-term investments and financing possible future acquisitions including, without limitation, the acquisition of banking and nonbanking companies and financial assets and liabilities. All or a portion of the net proceeds from the sale of Notes may also be used to finance, in whole or in part, our repurchase of common shares pursuant to any share repurchase program securities repurchases undertaken from time to time. The precise amounts and timing of the application of proceeds will vary with liquidity and funding requirements.

PS-5

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The Company believes that the Notes should be treated as variable rate Notes that are not issued with original issue discount for United States federal income tax purposes. See the discussion in the prospectus supplement under “Certain United States Federal Income Tax Considerations” for a discussion of the United States federal income tax consequences of investing in the Notes.

PS-6

SUPPLEMENTAL INFORMATION CONCERNING THE PLAN OF DISTRIBUTION

We have entered into a terms agreement, dated July  , 2025 (the “Terms Agreement”), with the agents named below. Subject to the terms and conditions set forth in the Terms Agreement, we have agreed to sell to the agents, and the agents have agreed, severally and not jointly, to purchase, the principal amount of Notes set forth opposite their respective names below:

Agent		Amount of Notes
Barclays Capital Inc.		$
J.P. Morgan Securities LLC
RBC Capital Markets, LLC
M&T Securities, Inc.
Total		$

We expect that delivery of the Notes will be made against payment therefor on or about the closing date specified on the cover page of this pricing supplement, which will be on the  business day following the date the notes are priced (such settlement being referred to as “T+ ”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the business day before delivery of the Notes will be required, by virtue of the fact that the Notes initially will settle in T+ , to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisor

See “Plan of Distribution (Conflicts of Interest)” in the accompanying prospectus supplement for additional information.

PS-7

MASTER GLOBAL NOTE

The information set forth under the headings “Recent Developments,” “Use of Proceeds,” “Certain United States Federal Income Tax Considerations,” “Supplemental Information Concerning the Plan of Distribution” and “Legal Matters” are not terms of the Notes and shall not be deemed to be incorporated by reference into, set forth in, or form a part of the master global note with respect to the Notes.

PS-8

LEGAL MATTERS

Certain legal matters relating to the validity of the notes will be passed on for us by Squire Patton Boggs (US) LLP. Sullivan & Cromwell LLP advised the agents in connection with the offering. Sullivan & Cromwell LLP from time to time performs legal services for M&T and its subsidiaries.

PS-9

FAQ

What size and tenor are M&T Bank's new subordinated notes (MTB)?

The notes will mature in 2035 and reset after five years; aggregate principal amount will be disclosed at pricing.

How did MTB's 2Q 2025 earnings compare year over year?

Diluted EPS rose 14% to $4.24 and net income increased 9% to $716 million.

Why did MTB's CET1 capital ratio fall in 2Q 2025?

The bank repurchased 6.1 million shares for $1.1 billion, reducing CET1 to 10.98%.

What is the credit quality trend for MTB?

Net charge-offs fell to 0.32% of loans and non-accrual loans declined to $1.6 billion, reflecting improving credit quality.

How will MTB use the proceeds from the subordinated note issuance?

Funds will support general corporate purposes, including subsidiary funding, debt reduction, investments and potential share repurchases or acquisitions.