has always demonstrated a strong dedication to thecommunities we serve. And today, we are also rededicating ourefforts to creating the tomorrow that our clients and employeesdeserve. While no one can be certain what tomorrow might bring,we do know this: We are a forward-thinking institution ready toleave our mark on the future of banking. A new day is dawning forM&T Bank, and because of the strong foundation we have acrossour footprint, we can’t help but feel hopeful. The artwork on the cover began with a mapping technique that represents the location of every M&T Bankbranch. By layering various shapes and colors over M&T Bank’s physical footprint, the artist, Destiny Palmer,depicts these themes of transformation, growth and forward movement – all rooted in connection. Readyfortomorrow. The concept of connection and use of this mapping technique has been brought to life on the cover of the 2025 message to shareholders by Destiny Palmer, an artist who explores how paint, history and color intersect. Palmer focuses primarily on public art pieces and has worked with various communities to create both traditional and digital murals. Some of these murals can be found at the Gallivan Community Center in Mattapan, MA, and Kendall Square in Cambridge, MA. Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iiThe Letter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vOfficers and Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xxvii C O N T E N T S The annual meeting of shareholders will take place at 11:00 a.m. EasternTime on April 21, 2026. The meeting will be a virtual annual meetingconducted via live webcast. A N N U A L M E E T I N G M&T Bank Corporation is a bank holding company headquartered inBuffalo, New York, which had assets of $213.5 billion at December 31, 2025.M&T Bank Corporation’s subsidiaries include:P R O F I L E M&T BankWilmington Trust, National AssociationM&T Securities, Inc. M&T Bank has banking offices in New York State, Maryland, New Jersey,Pennsylvania, Delaware, Connecticut, Massachusetts, Maine, Vermont,New Hampshire, Virginia, West Virginia and the District of Columbia.M&T Bank’s subsidiaries include:M&T Realty Capital CorporationWilmington Trust CompanyWilmington Trust Investment Advisors, Inc. ooking back on 2025, we view our performance as strong againstthe backdrop of an uncertain operating environment. Our shareholderstrust us to generate an appropriate return on risk — a charge that dependson our ability to identify, prepare for and react to whatever challenges oropportunities arise.L Last year, the Federal Reserve cut rates as unemploymentstabilized and the core personal consumption expenditure index, a keymeasure of inflation, declined — but at 2.7% it remained higher than thecentral bank’s target. Unemployment stood at 4.4% at the end of last year,near full employment levels. New tariff policies were announced, addinguncertainty across many industries. The Standard & Poor’s (S&P) 500surged to new highs last year. U.S. corporate credit spreads tightened,ending last year below the 20-year average. Surging equity and debt capital markets strengthened investors’portfolios. As the Federal Reserve noted, equity, corporate bond, leveragedloan and housing valuations were high relative to historical benchmarks— which could be a sign of potential risks. At the same time, the financeindustry faced a wave of new innovations that appear to be transformingthe business of money itself. Of course, we are not in the business of predicting the future.Instead, our duty is to slow down as the speed limits or road conditionsdemand. Every year offers its own set of unique challenges but our approach doesn’t change. Shareholders can rest assured that we areconstantly looking to make prudent investments, serve our communities,manage risk appropriately and, in doing so, generate consistent,high-quality earnings. F I N A N C I A L R E S U LT S Last year, we generated record earnings while deepening our presence inkey markets, expanding access in new communities and innovating to betterserve our clients. We are well positioned to continue to grow and prosper. Net operating income for 2025 was $2.88 billion — the highestin our company’s history and 10% higher than the prior year. Strongperformance from our fee businesses helped to drive this growth — totalfee income reached a new record. Net operating earnings per dilutedcommon share increased 16% to $17.20, also a record. While loan growthwas somewhat muted due to fewer opportunities to finance loans atappropriate return levels last year, combined with the meaningfulreduction in criticized loans and the stressed capital buffer in the FederalReserve’s stress test, we chose to return more capital to our shareholders— 9% of the