M&T BANK CORP

Regulatory Filings • Jan 22, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 22, 2025

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M&T BANK CORPORATION

(Exact name of registrant as specified in its charter)

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(State or other jurisdiction of incorporation)
1-9861 (Commission File Number)	16-0968385 (I.R.S. Employer Identification Number)
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

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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 Instructions 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 7.500% 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 8.01 Other Events.

On January 22, 2025, M&T Bank Corporation (“M&T”) announced that its Board of Directors authorized a share repurchase program to repurchase up to $4.0 billion of M&T common stock, $0.50 par value per share, on the open market or in privately negotiated transactions. The exact number of shares, timing for such repurchases, and the price and terms at and on which such repurchases are to be made will be at the discretion of M&T and subject to all regulatory limitations. The authorization replaces, and terminates effective January 22, 2025, the prior $3.0 billion share repurchase program authorized by the Board of Directors in July 2022.

A copy of the press release with the announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.	Exhibit Description
99.1	News Release dated January 22, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

/s/ Daryl N. Bible
Daryl N. Bible
Senior Executive Vice President and Chief Financial Officer