How large is the Series L Depositary Share offering by M&T Bank (MTB)?

M&T completed a public offering of 24,000,000 Depositary Shares , each representing a 1/400th interest in a share of Series L Preferred Stock. The offering was completed on July 21, 2026 under an Underwriting Agreement with a syndicate of underwriters.

M&T Bank (NYSE: MTB) completes 24M Series L preferred depositary share sale

Q: What new security did M&T Bank Corporation (MTB) create in this 8-K?

M&T Bank Corporation created Perpetual 6.625% Non‑Cumulative Preferred Stock, Series L , with a $10,000 liquidation preference per share , represented by depositary shares that rank senior to common stock and equally with the bank’s existing preferred stock series.

Q: What are the key economic terms of MTB’s Series L Preferred Stock and Depositary Shares?

Series L carries a 6.625% noncumulative dividend rate on a $10,000 stated amount per share , equivalent to $25 per Depositary Share . Dividends, if declared, are paid quarterly in arrears and are subject to capital and regulatory constraints.

Q: How and when are dividends on MTB’s Series L Preferred Stock paid?

Dividends on Series L, if declared, are noncumulative and paid quarterly in arrears at 6.625% per annum on March 15, June 15, September 15 and December 15, beginning September 15, 2026 , subject to legal, regulatory and capital adequacy limits.

Q: What is the ranking and voting structure of MTB’s Series L Preferred Stock?

Series L ranks senior to common stock and equally with Series F, H, I, J and K preferred for dividends and liquidation. It has limited voting rights , mainly on senior preferred authorizations, changes to its terms, certain mergers, director elections after dividend non‑payments, and matters required by law.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

M&T Bank Corporation established a new series of preferred stock, Perpetual 6.625% Non‑Cumulative Preferred Stock, Series L, by filing a Certificate of Amendment in New York on July 17, 2026. The Series L Preferred Stock has a $10,000 liquidation preference per share, is represented by 24,000,000 Depositary Shares and ranks senior to common stock and equally with M&T’s existing Series F, H, I, J and K preferred stock for dividends and liquidation.

Each Depositary Share represents a 1/400th interest in a share of Series L and is economically equivalent to $25 per Depositary Share. Dividends are noncumulative, payable quarterly in arrears at a 6.625% annual rate, when, as and if declared, beginning September 15, 2026, subject to regulatory and capital adequacy limits. The stock is perpetual with no maturity; M&T may redeem it on any dividend payment date on or after September 15, 2031, or within 90 days after a regulatory capital treatment event, at $10,000 per share (or $25 per Depositary Share) plus declared and unpaid dividends. Voting rights are limited to specified charter amendments, certain mergers or exchanges, director elections after sustained dividend non‑payments, and other matters required by law. On July 21, 2026, M&T completed the public offering of the Depositary Shares under an Underwriting Agreement with a syndicate led by major investment banks.

Filing Explained

On July 21, 2026, M&T completed the offering of 24,000,000 Series L depositary shares, adding a preferred claim senior to common stock; the terms can restrict dividends, distributions, or repurchases of common stock if M&T does not declare the latest Series L dividend.

8-K Event Classification

4 items: 3.03, 5.03, 8.01, 9.01

4 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Dividend Rate: 6.625% per annum Liquidation Preference: $10,000 per share Depositary Share Amount: 24,000,000 Depositary Shares +2 more

5 metrics

Dividend Rate 6.625% per annum Annual dividend rate on Series L Preferred Stock

Liquidation Preference $10,000 per share Liquidation preference for each share of Series L Preferred Stock

Depositary Share Amount 24,000,000 Depositary Shares Depositary Shares sold, each representing a 1/400th interest in Series L

Value per Depositary Share $25 per Depositary Share Economic equivalent of the $10,000 stated amount per share of Series L

First Optional Redemption Date September 15, 2031 Earliest dividend payment date on or after which Series L may be redeemed

Key Terms

Non-Cumulative Preferred Stock, liquidation preference, Depositary Shares, regulatory capital treatment event

4 terms

Non-Cumulative Preferred Stock financial

"Perpetual 6.625% Non-Cumulative Preferred Stock, Series L"

Preferred stock that pays a fixed dividend but does not require the company to make up missed payments later; if a dividend is skipped, shareholders lose that income permanently rather than accumulating a balance the company must repay. Investors care because this structure offers higher priority than common shares for payouts but less protection for dividend income, so it’s a trade-off between steady yield and the risk of permanent missed payments.

liquidation preference financial

"par value $1.00 per share, liquidation preference $10,000 per share"

A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.

Depositary Shares financial

"24,000,000 depositary shares (the “Depositary Shares”) each representing a 1/400th interest"

Depositary shares are tradable certificates that represent a fractional piece of a larger security held by a third-party bank, like owning a slice of a single big pie instead of the whole pie. They let companies issue and investors buy smaller, more affordable portions of preferred stock or other instruments; holders usually receive proportional dividends and market pricing similar to ordinary shares, but may have limited voting rights and different liquidity or tax implications, which can affect income and resale value.

regulatory capital treatment event regulatory

"at any time within 90 days following a regulatory capital treatment event"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/21/2026 - 04:37 PM Accepted by SEC EDGAR 07/21/2026 - 04:36 PM

FAQ

What new security did M&T Bank Corporation (MTB) create in this 8-K?

M&T Bank Corporation created Perpetual 6.625% Non‑Cumulative Preferred Stock, Series L, with a $10,000 liquidation preference per share, represented by depositary shares that rank senior to common stock and equally with the bank’s existing preferred stock series.

What are the key economic terms of MTB’s Series L Preferred Stock and Depositary Shares?

Series L carries a 6.625% noncumulative dividend rate on a $10,000 stated amount per share, equivalent to $25 per Depositary Share. Dividends, if declared, are paid quarterly in arrears and are subject to capital and regulatory constraints.

When can MTB redeem the Series L Preferred Stock and at what price?

M&T may redeem Series L, in whole or in part, on any dividend payment date on or after September 15, 2031, or within 90 days of a regulatory capital treatment event, at $10,000 per share (or $25 per Depositary Share) plus any declared and unpaid dividends.

How and when are dividends on MTB’s Series L Preferred Stock paid?

Dividends on Series L, if declared, are noncumulative and paid quarterly in arrears at 6.625% per annum on March 15, June 15, September 15 and December 15, beginning September 15, 2026, subject to legal, regulatory and capital adequacy limits.

What is the ranking and voting structure of MTB’s Series L Preferred Stock?

Series L ranks senior to common stock and equally with Series F, H, I, J and K preferred for dividends and liquidation. It has limited voting rights, mainly on senior preferred authorizations, changes to its terms, certain mergers, director elections after dividend non‑payments, and matters required by law.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 17, 2026

M&T BANK CORPORATION

(Exact name of registrant as specified in its charter)

New York

(State or other jurisdiction

of incorporation)


1-9861		16-0968385
(Commission File Number)		(I.R.S. Employer Identification No.)

One M&T Plaza, Buffalo, New York		14203
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (716) 635-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbols	Name of Each Exchange on Which Registered
Common Stock, $.50 par value	MTB	New York Stock Exchange
Perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series H	MTBPrH	New York Stock Exchange
Perpetual Fixed Rate Non-Cumulative Preferred Stock, Series J	MTBPrJ	New York Stock Exchange
Perpetual Fixed Rate Non-Cumulative Preferred Stock, Series K	MTBPrK	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 3.03.

MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

On July 17, 2026, M&T Bank Corporation (“M&T”) filed a certificate of amendment (the “Certificate of Amendment”) with the New York State Department of State establishing the rights, preferences, privileges, qualifications, restrictions and limitations of a new series of its preferred stock designated as the Perpetual 6.625% Non-Cumulative Preferred Stock, Series L, par value $1.00 per share, liquidation preference $10,000 per share (the “Series L Preferred Stock”). The Certificate of Amendment was filed in connection with an Underwriting Agreement, dated July 16, 2026 (the “Underwriting Agreement”), with BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, M&T Securities, Inc., Raymond James & Associates, Inc., UBS Securities LLC, and Wells Fargo Securities, LLC as representatives of the several underwriters named in Schedule A thereto (the “Underwriters”), under which M&T agreed to sell to the Underwriters 24,000,000 depositary shares (the “Depositary Shares”) each representing a 1/400th interest in a share of the Series L Preferred Stock.

The Series L Preferred Stock ranks senior to the common stock of M&T, equally with M&T’s outstanding Series F, H, I, J and K preferred stock, and at least equally with each other series of preferred stock M&T may issue (except for any senior capital stock that may be issued with the requisite consent of the holders of the Series L Preferred Stock and all parity stock), with respect to payments of dividends and distributions of assets upon liquidation, dissolution or winding up.

Under the terms of the Series L Preferred Stock, the ability of M&T to pay dividends on, make distributions with respect to, or to redeem, purchase or acquire, or make a liquidation payment on its common stock or any preferred stock ranking on a parity with or junior to the Series L Preferred Stock, is subject to restrictions in the event that M&T does not declare dividends on the Series L Preferred Stock for the most recently completed dividend period, or, in the case of a liquidation payment, does not pay to holders of the Series L Preferred Stock the stated amount of $10,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends.

The terms of the Series L Preferred Stock are more fully described in the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference. This summary does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment.

ITEM 5.03.

AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On July 17, 2026, M&T filed with the New York State Department of State the Certificate of Amendment for the purpose of fixing the designations, preferences, limitations and relative rights of the Series L Preferred Stock. The Certificate of Amendment became effective immediately upon filing, and the public offering of the Depositary Shares representing interests in the Series L Preferred Stock was completed on July 21, 2026 (as described below).

Holders of the Series L Preferred Stock will be entitled to receive, when, as and if declared by M&T’s board of directors or any duly authorized committee of M&T’s board, out of assets legally available for payment, noncumulative cash dividends based on the stated amount of $10,000 per share of Series L Preferred Stock (equivalent to $25 per Depositary Share). If declared by M&T’s board of directors or any duly authorized committee of M&T’s board, M&T will pay dividends on the Series L Preferred Stock through the redemption date of the Series L Preferred Stock, if any, quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year, beginning on September 15, 2026.

Dividends on the Series L Preferred Stock will accrue from the original issue date at a rate equal to 6.625% per annum for each dividend period.

Upon the payment of any dividends on the Series L Preferred Stock, holders of Depositary Shares will receive a related proportionate payment. Dividends on shares of the Series L Preferred Stock will not be cumulative. Dividends on the Series L Preferred Stock will not be declared, paid or set aside for payment to the extent such act would cause M&T to fail to comply with applicable laws and regulations, including applicable capital adequacy rules, or for which we have not received applicable regulatory approvals.

The Series L Preferred Stock is perpetual and has no maturity date. M&T may redeem the Series L Preferred Stock, in whole or in part, from time to time, on any dividend payment date on or after September 15, 2031, or, in whole but not in part, at any time within 90 days following a regulatory capital treatment event (subject to limitations described in the Certificate of Amendment), in each case at a redemption price equal to $10,000 per share (equivalent to $25 per Depositary Share), together with an amount equal to any dividends that have been declared but not paid prior to the redemption date.

The Series L Preferred Stock has voting rights only with respect to the following: amending M&T’s certificate of incorporation to authorize or increase stock ranking senior to the Series L Preferred Stock; amending M&T’s certificate of incorporation to effect certain changes in terms of the Series L Preferred Stock; consummating certain share exchanges, reclassifications, mergers or consolidations of M&T; electing directors following certain dividend non-payments; and as otherwise required by applicable law. Holders of Depositary Shares must act through Computershare Inc. and Computershare Trust Company, N.A., jointly as the depositary for the Depositary Shares, to exercise any voting rights of the Series L Preferred Stock.

ITEM 8.01.

OTHER EVENTS.

On July 21, 2026, M&T completed the public offering pursuant to the Underwriting Agreement of 24,000,000 Depositary Shares each representing a 1/400th interest in a share of the Series L Preferred Stock. The Series L Preferred Stock has been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3ASR (File No. 333-274646).

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.


Exhibit No.		Description of Exhibit

1.1		Underwriting Agreement, dated as of July 16, 2026, by and between M&T Bank Corporation and BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, M&T Securities, Inc., Raymond James & Associates, Inc., UBS Securities LLC, and Wells Fargo Securities, LLC as representatives of the several underwriters named in Schedule A thereto.

3.1		Certificate of Amendment to Restated Certificate of Incorporation of M&T Bank Corporation, with respect to Perpetual 6.625% Non-Cumulative Preferred Stock, Series L, filed with the New York Department of State on July 17, 2026.

4.1		Deposit Agreement, dated as of July 21, 2026, among M&T Bank Corporation, Computershare Inc., Computershare Trust Company, N.A. and the holders from time to time of the depositary receipts described therein.

4.2		Form of Depositary Receipt Representing the Depositary Shares (included as part of Exhibit 4.1)

5.1		Opinion of Squire Patton Boggs (US) LLP

23.1		Consent of Squire Patton Boggs (US) LLP (included in Exhibit 5.1).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	M&T Bank Corporation
Date: July 21, 2026

	By:	/s/ Daryl N. Bible
	Name:	Daryl N. Bible
	Title:	Senior Executive Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

8 documents