MTB 10-K Annual Report Dec. 31, 2024 | Alphaminr
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MTB 10-K Fiscal year ended Dec. 31, 2024

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M&T BANK CORP
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TABLE OF CONTENTS
Part IprintItem 1. BusinessprintItem 1A. Risk FactorsprintItem 1B. Unresolved Staff CommentsprintItem 1C. CybersecurityprintItem 2. PropertiesprintItem 3. Legal ProceedingsprintItem 4. Mine Safety DisclosuresprintPart IIprintItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintItem 6. Selected Financial Data [reserved]printItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 8. Financial Statements and Supplementary DataprintItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9A. Controls and ProceduresprintItem 9B. Other InformationprintItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsprintPart IIIprintItem 10. Directors, Executive Officers and Corporate GovernanceprintItem 11. Executive CompensationprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 13. Certain Relationships and Related Transactions, and Director IndependenceprintItem 14. Principal Accountant Fees and ServicesprintPart IVprintItem 15. Exhibits and Financial Statement SchedulesprintItem 16. Form 10-k Summaryprint

Exhibits

3.1 Restated Certificate of Incorporation of M&T Bank Corporation, effective November 16, 2022. Incorporated by reference to Exhibit 3.1ofthe Form 8-K dated November 18, 2022. 3.2 Amended and Restated Bylaws of M&T Bank Corporation, effective February 21, 2024. Incorporated by reference to Exhibit 3.2ofthe Form 10-K for the year ended December 31, 2023. 3.3 Certificate of Amendment to Restated Certificate of Incorporation of M&T Bank Corporation, with respect to Perpetual 7.500% Non-Cumulative Preferred Stock, Series J, filed with the New York Department of State on May 9, 2024. Incorporated by reference to Exhibit 3.1 of the Form 8-K dated May 13, 2024. 4.2 Description of Registrants Securities. Filed herewith. 10.2 M&T Bank Corporation Supplemental Pension Plan, as amended and restated. Incorporated by reference to Exhibit 10.1ofthe Form 10-Q for the quarter ended March 31, 2016.* 10.3 Amendment No. 1 to M&T Bank Corporation Supplemental Pension Plan. Incorporated by reference to Exhibit 10.4 oftheForm 10-K for the year ended December 31, 2018.* 10.4 Amendment No. 2 to M&T Bank Corporation Supplemental Pension Plan. Incorporated by reference to Exhibit 10.5 oftheForm 10-K for the year ended December 31, 2018.* 10.5 M&T Bank Corporation Supplemental Retirement Savings Plan. Incorporated by reference to Exhibit 10.2ofthe Form 10-Q for the quarter ended March 31, 2016.* 10.6 Amendment No. 1 to M&T Bank Corporation Supplemental Retirement Savings Plan. Incorporated by reference to Exhibit 10.7 oftheForm 10-K for the year ended December 31, 2018.* 10.7 Amendment No. 2 to M&T Bank Corporation Supplemental Retirement Savings Plan. Incorporated by reference to Exhibit 10.8 oftheForm 10-K for the year ended December 31, 2018.* 10.8 M&T Bank Corporation Deferred Bonus Plan, as amended and restated. Incorporated by reference to Exhibit 10.6ofthe Form 10-K for the year ended December 31, 2016.* 10.10 M&T Bank Corporation Form of Performance Share Unit Award Agreement. Incorporated by reference to Exhibit 10.1oftheForm 10-Q for the quarter ended March 31, 2020.* 10.11 Amendment No. 3 to M&T Bank Corporation Supplemental Pension Plan. Incorporated by reference to Exhibit 10.2oftheForm 10-Q for the quarter ended March 31, 2020.* 10.12 M&T Bank Corporation Leadership Retirement Savings Plan (f/k/a Supplemental Savings Retirement Plan), amended and restated effective as of January 1, 2020. Incorporated by reference to Exhibit 10.3oftheForm 10-Q for the quarter ended March 31, 2020.* 10.13 M&T Bank Corporation Form of Performance-Hurdled Restricted Stock Unit Award Agreement. Incorporated by reference to Exhibit 10.24oftheForm 10-K for the year ended December 31, 2020.* 10.14 M&T Bank Corporation Form of Stock Option Agreement. Incorporated by reference to Exhibit 10.25oftheForm 10-K for the year ended December 31, 2020.* 10.15 M&T Bank Corporation Form of Directors Restricted Stock Unit Award Agreement (one-year vesting). Incorporated by reference to Exhibit 10.17oftheForm 10-K for the year ended December 31, 2022.* 10.16 M&T Bank Corporation Voluntary Deferred Compensation Plan for Directors. Incorporated by reference to Exhibit 10.28oftheForm 10-K for the year ended December 31, 2021.* 10.17 M&T Bank Corporation Employee Severance Pay Plan, restated June 1, 2021 (with amended Appendix A effective March 28, 2022). Incorporated by reference to Exhibit 10.17ofthe Form 10-K for the year ended December 31, 2023.* 10.18 Non-Competition and Non-Solicitation Agreement, dated as of February 21, 2021, by and between John P. Barnes and Peoples United Financial, Inc. Incorporated by reference to Exhibit 10.1 of theForm 8-Kfiled on April 4, 2022.* 10.19 Non-Competition and Non-Solicitation Agreement, dated as of February 21, 2021, by and between Kirk W. Walters and Peoples United Financial, Inc. Incorporated by reference to Exhibit 10.2 of theForm 8-Kfiled on April 4, 2022.* 10.20 M&T Bank Corporation Form of Performance Share Unit Award Agreement. Incorporated by reference to Exhibit 10.21of theForm 10-K for the year ended December 31, 2022.* 10.21 M&T Bank Corporation 2019 Equity Incentive Compensation Plan, as amended and restated effective as of April 18, 2023. Incorporated by reference to Appendix B of the Proxy StatementfiledMarch 7, 2023.* 10.22 First Amendment, effective November 30, 2023, to the M&T Bank Corporation Leadership Retirement Savings Plan, as amended and restated effective as of January 1, 2020.Incorporated by reference to Exhibit 10.22of theForm 10-K for the year ended December 31, 2023.* 10.23 M&T Bank Corporation Form of Performance Share Unit Award Agreement. Incorporated by reference to Exhibit 10.23of theForm 10-K for the year ended December 31, 2023.* 10.24 Retirement and Consulting Agreement, dated as of February 8, 2024, by and between Doris Meister and M&T Bank. Incorporated by reference to Exhibit 10.1 of the Form 10-Q for thequarter ended March 31, 2024.* 19.1 M&T Bank Corporation Insider Trading Policy, as amendedSeptember 17, 2024. Filed herewith. 21.1 Subsidiaries of the Registrant.Filed herewith. 23.1 Consent of PricewaterhouseCoopers LLP re: Registration Statements on Form S-3 (No. 333-274646) and Form S-8 (Nos.33-32044, 333-43175, 333-16077, 333-40640, 333-84384, 333-127406, 333-150122, 333-164015, 333-163992, 333-160769, 333-159795, 333-170740, 333-189099, 333-184504, 333-189097, 333-184411, 333-231217, 333-254786, 333-264099, 333-254962, 333-264392 and 333-271322). Filed herewith. 31.1 Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. 31.2 Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. 32.1 Certification of Chief Executive Officer under 18 U.S.C. 1350 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith. 32.2 Certification of Chief Financial Officer under 18 U.S.C. 1350 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith. 97.1 M&T Bank Corporation Executive Compensation Recoupment Policy. Incorporated by reference to Exhibit 97.1oftheForm 10-K for the year ended December 31, 2023.*