M&T Bank refreshes medium-term note program

Q: Under which indentures will M&T Bank’s Series C and Series D notes be issued?

The Series C notes will be issued under a senior indenture dated May 24, 2007, as supplemented on August 16, 2022, plus an officers’ certificate dated September 22, 2026. The Series D notes will be issued under a subordinated indenture dated September 22, 2023 and a related officers’ certificate.

Q: How were M&T Bank’s new Medium-Term Notes registered?

The notes have been registered under the Securities Act of 1933 via a Form S-3 registration statement, File No. 333-299064, filed on September 22, 2026.

Q: What role does The Bank of New York Mellon play in M&T Bank’s note program?

The Bank of New York Mellon acts as Senior Note Trustee under the senior indenture for the Series C notes and as Subordinated Note Trustee under the subordinated indenture for the Series D notes.

M&T Bank Corporation updated its medium-term note program to allow future senior and subordinated note issuances under existing indentures and a new Form S-3 shelf registration.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

M&T Bank Corporation (MTB) refreshed its Medium-Term Note Program on September 22, 2026, under which it may issue from time to time Senior Medium-Term Notes, Series C, and Subordinated Medium-Term Notes, Series D. The Series C notes will be issued under an existing senior indenture dated May 24, 2007, as supplemented on August 16, 2022, and related officers’ certificate dated September 22, 2026. The Series D notes will be issued under a subordinated indenture dated September 22, 2023 and a separate officers’ certificate dated September 22, 2026. These notes have been registered under the Securities Act of 1933 on a Form S-3 registration statement, File No. 333-299064, and are supported by a distribution agreement with RBC Capital Markets, LLC and other agents.

Filing Explained

The September 22 filing refreshes M&T Bank Corporation’s senior and subordinated note program and registers the notes, but it reports no issuance or proceeds; it creates future borrowing capacity, with amounts and terms to be set in later supplements.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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, or exhibit attachments filed with this report.

Key Figures

Form S-3 file number: 333-299064 Program refresh date: September 22, 2026 Senior Indenture date: May 24, 2007 +2 more

5 metrics

Form S-3 file number 333-299064 Registration statement covering the Medium-Term Note Program filed under the Securities Act of 1933

Program refresh date September 22, 2026 Date M&T Bank Corporation refreshed its Medium-Term Note Program

Senior Indenture date May 24, 2007 Original senior indenture governing the Series C Notes

Third Supplemental Indenture date August 16, 2022 Supplement to the senior indenture for Series C Notes

Subordinated Indenture date September 22, 2023 Indenture governing the Series D Notes

Key Terms

Medium-Term Note Program, Senior Medium-Term Notes, Subordinated Medium-Term Notes, Indenture, +2 more

6 terms

Medium-Term Note Program financial

"M&T Bank Corporation refreshed its Medium-Term Note Program, under which the Company may issue"

Senior Medium-Term Notes financial

"may issue, from time to time, Senior Medium-Term Notes, Series C"

Subordinated Medium-Term Notes financial

"and Subordinated Medium-Term Notes, Series D"

Indenture regulatory

"The Series C Notes will be issued pursuant to an Indenture, dated May 24, 2007"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

Officers’ Certificate regulatory

"and the Officers’ Certificate dated September 22, 2026, pursuant to Sections 2.01, 3.01"

Distribution Agreement financial

"Distribution Agreement, dated September 22, 2026, between M&T Bank Corporation, RBC Capital Markets"

A distribution agreement is a contract that lets one party sell, market or deliver another party’s products or services in specified places or channels, and spells out who handles pricing, inventory, delivery, payments and how long the arrangement lasts. For investors it matters because these deals determine how widely a product can reach customers, how quickly revenue can grow, what profit margin the company keeps, and what legal or operational risks the business assumes—think of it like a store deciding which wholesaler will stock and promote a product.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did M&T Bank Corporation (MTB) announce regarding its Medium-Term Note Program?

M&T Bank Corporation refreshed its Medium-Term Note Program on September 22, 2026, allowing issuance from time to time of Senior Medium-Term Notes, Series C, and Subordinated Medium-Term Notes, Series D under existing indentures and new officers’ certificates.

What types of notes can M&T Bank (MTB) issue under the refreshed program?

Under the refreshed program, M&T Bank Corporation may issue Senior Medium-Term Notes, Series C and Subordinated Medium-Term Notes, Series D. These are collectively referred to as the “Notes” in the disclosure.

Under which indentures will M&T Bank’s Series C and Series D notes be issued?

The Series C notes will be issued under a senior indenture dated May 24, 2007, as supplemented on August 16, 2022, plus an officers’ certificate dated September 22, 2026. The Series D notes will be issued under a subordinated indenture dated September 22, 2023 and a related officers’ certificate.

How were M&T Bank’s new Medium-Term Notes registered?

The notes have been registered under the Securities Act of 1933 via a Form S-3 registration statement, File No. 333-299064, filed on September 22, 2026.

Which firm is named in the distribution agreement for M&T Bank’s notes?

The distribution agreement for the Senior Medium-Term Notes, Series C and Subordinated Medium-Term Notes, Series D is with RBC Capital Markets, LLC and other agents listed on Schedule I to that agreement.

What role does The Bank of New York Mellon play in M&T Bank’s note program?

The Bank of New York Mellon acts as Senior Note Trustee under the senior indenture for the Series C notes and as Subordinated Note Trustee under the subordinated indenture for the Series D notes.

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

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Available on EDGAR 09/22/2026 - 05:23 PM Accepted by SEC EDGAR 09/22/2026 - 05:22 PM

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): September 22, 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

(NOT APPLICABLE)

(Former name or former address, if changed since last report)

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
Perpetual Fixed Rate Non-Cumulative Preferred Stock, Series L	MTBPrL	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 8.01.

Other Events.

On September 22, 2026, M&T Bank Corporation (the “Company”) refreshed its Medium-Term Note Program, under which the Company may issue, from time to time, Senior Medium-Term Notes, Series C (the “Series C Notes”), and Subordinated Medium-Term Notes, Series D (the “Series D Notes,” and together with the Series C Notes, the “Notes”). The Series C Notes will be issued pursuant to an Indenture, dated May 24, 2007, (the “Original Indenture”) as supplemented by the Third Supplemental Indenture, dated August 16, 2022 (the “Third Supplemental Indenture”, and together with the Original Indenture, the “Senior Indenture”), between the Company and The Bank of New York (now known as The Bank of New York Mellon), as Senior Note Trustee, and the Officers’ Certificate dated September 22, 2026, pursuant to Sections 2.01, 3.01, and 3.03 of the Senior Indenture.

The Series D Notes will be issued pursuant to the Indenture, dated September 22, 2023, (the “Subordinated Indenture”) between the Company and The Bank of New York Mellon, as the Subordinated Note Trustee, and the Officers’ Certificate dated September 22, 2026, pursuant to Sections 2.01, 3.01, and 3.03 of the Subordinated Indenture. The Notes have been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3, File No. 333-299064, filed on September 22, 2026.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description of Exhibit

1.1		Distribution Agreement, dated September 22, 2026, between M&T Bank Corporation, RBC Capital Markets, LLC, and each of the other Agents listed on Schedule I thereto, relating to the Senior Medium-Term Notes, Series C and Subordinated Medium-Term Notes, Series D.

4.1		Officers’ Certificate of M&T Bank Corporation, dated September 22, 2026, relating to the Senior Medium-Term Notes, Series C.

4.2		Officers’ Certificate of M&T Bank Corporation, dated September 22, 2026, relating to the Senior Medium-Term Notes, Series D.

4.3		Specimen of Notes: (a) Form of Master Global Note for the Senior Series C Notes (b) Form of Master Global Note for the Subordinated Senior D Notes

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: September 22, 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

M&T Bank refreshes medium-term note program

Rhea-AI Filing Summary

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