[8-K] M&T BANK CORP Reports Material Event

Rhea-AI Filing Summary

M&T Bank Corporation established a new class of preferred stock and completed a public offering of 18,000,000 depositary shares, each representing a 1/400th interest in its Perpetual 6.350% Non‑Cumulative Preferred Stock, Series K. The offering was completed after filing a Certificate of Amendment to fix the Series K terms.

Series K pays noncumulative cash dividends at 6.350% per annum on the $10,000 stated amount per preferred share (equivalent to $25 per depositary share), if and when declared, with quarterly payments on March 15, June 15, September 15 and December 15, beginning December 15, 2025. The shares are perpetual and redeemable at M&T’s option on any dividend date on or after December 15, 2030 (or within 90 days following a regulatory capital treatment event) at $10,000 per preferred share (equivalent to $25 per depositary share), plus any declared but unpaid dividends.

Series K ranks senior to common stock, on parity with Series F, G, H, I and J preferred, and carries limited voting rights on specified matters.

Insights

Bank capital instruments analyst

M&T issued 18,000,000 Series K depositary shares at 6.350%.

M&T Bank created Series K preferred and sold 18,000,000 depositary shares, each tied to 1/400 of a $10,000 preferred share. Dividends are noncumulative at 6.350% of the stated amount, paid quarterly if declared, starting December 15, 2025.

The instrument is perpetual, ranks senior to common and pari passu with existing preferred series. Redemption is at issuer option on or after December 15, 2030 (or after a regulatory capital treatment event) at $10,000 per preferred share (equivalent to $25 per depositary share), plus any declared and unpaid dividends.

Investor outcomes depend on board dividend declarations and regulatory constraints. Voting rights are limited to specified structural changes. Subsequent filings may provide additional details on allocations or use of proceeds.

M&T BANK CORP false 0000036270 --12-31 0000036270 2025-10-29 2025-10-29 0000036270 us-gaap:CommonStockMember 2025-10-29 2025-10-29 0000036270 mbt:PerpetualFixedToFloatingRateNonCumulativePreferredStockSeriesHMember 2025-10-29 2025-10-29 0000036270 mbt:PerpetualFixedToFloatingRateNonCumulativePreferredStockSeriesJMember 2025-10-29 2025-10-29

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): October 29, 2025

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

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 October 29, 2025, 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 6.350% Non-Cumulative Preferred Stock, Series K, par value $1.00 per share, liquidation preference $10,000 per share (the “Series K Preferred Stock”). The Certificate of Amendment was filed in connection with an Underwriting Agreement, dated October 28, 2025 (the “Underwriting Agreement”), with RBC Capital Markets, LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC, 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 18,000,000 depositary shares (the “Depositary Shares”) each representing a 1/400th interest in a share of the Series K Preferred Stock.

The Series K Preferred Stock ranks senior to the common stock of M&T, equally with M&T’s outstanding Series F, G, H, I and J 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 K 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 K 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 K Preferred Stock, is subject to restrictions in the event that M&T does not declare dividends on the Series K 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 K 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 K 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 October 29, 2025, 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 K Preferred Stock. The Certificate of Amendment became effective immediately upon filing, and the public offering of the Depositary Shares representing interests in the Series K Preferred Stock was completed on October 31, 2025 (as described below).

Holders of the Series K 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 K 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 K Preferred Stock through the redemption date of the Series K Preferred Stock, if any, quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year, beginning on December 15, 2025.

Dividends on the Series K Preferred Stock will accrue from the original issue date at a rate equal to 6.350% per annum for each dividend period.

Upon the payment of any dividends on the Series K Preferred Stock, holders of Depositary Shares will receive a related proportionate payment. Dividends on shares of the Series K Preferred Stock will not be cumulative. Dividends on the Series K 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 K Preferred Stock is perpetual and has no maturity date. M&T may redeem the Series K Preferred Stock, in whole or in part, from time to time, on any dividend payment date on or after December 15, 2030, 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 K 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 K Preferred Stock; amending M&T’s certificate of incorporation to effect certain changes in terms of the Series K 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 K Preferred Stock.

The terms of the Series K 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 8.01. OTHER EVENTS.

On October 31, 2025, M&T completed the public offering pursuant to the Underwriting Agreement of 18,000,000 Depositary Shares each representing a 1/400th interest in a share of the Series K Preferred Stock. The Series K 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 October 28, 2025, by and between M&T Bank Corporation and RBC Capital Markets, LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC, 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 6.350% Non-Cumulative Preferred Stock, Series K, filed with the New York Department of State on October 29, 2025.
4.1		Deposit Agreement, dated as of October 31, 2025, 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).
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: October 31, 2025
				By:		/s/ Daryl N. Bible
				Name:		Daryl N. Bible
				Title:		Senior Executive Vice President and Chief Financial Officer

FAQ

What did M&T Bank (MTB) issue in this transaction?

M&T issued 18,000,000 depositary shares, each representing a 1/400th interest in its Perpetual 6.350% Non‑Cumulative Preferred Stock, Series K.

What is the dividend rate and schedule for M&T’s Series K?

Series K pays 6.350% per annum, if and when declared, with quarterly payments on Mar 15, Jun 15, Sep 15, Dec 15, starting Dec 15, 2025.

What are the monetary equivalents per share for Series K?

Each preferred share has a $10,000 stated amount. Each depositary share represents 1/400th of a preferred share, equivalent to $25 per depositary share.

When can M&T redeem the Series K preferred?

M&T may redeem on any dividend payment date on or after Dec 15, 2030, or within 90 days after a regulatory capital treatment event, at $10,000 per preferred share.

How does Series K rank relative to other M&T securities?

It ranks senior to common stock and equally with Series F, G, H, I and J preferred with respect to dividends and liquidation.

What voting rights come with Series K depositary shares?

Limited rights on specified matters such as certain amendments, mergers/reclassifications, and director elections after certain dividend non‑payments.

Under which registration was this offering made?

The offering was registered on Form S‑3ASR (File No. 333‑274646).